-----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, QETC6Ox20Z1SXirxql2anM3Euv30alLM9dc1zMCdwK2J5kx6bnz73jQiT5eXUrhn 4XGDip68Ryas5EPd7aFAIA== 0001193125-04-109041.txt : 20040625 0001193125-04-109041.hdr.sgml : 20040625 20040625165416 ACCESSION NUMBER: 0001193125-04-109041 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040625 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07553 FILM NUMBER: 04882610 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 11-K 1 d11k.htm FORM 11-K Form 11-K
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 11-K

 


 

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]

 

For the fiscal year ended: December 31, 2003

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

 

For the transition period from              to             

 

Commission file number 1-7553

 


 

A. Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

Investment Savings Plan for Employees of Knight-Ridder, Inc. and

Certain Subsidiaries

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

Knight-Ridder, Inc.

50 W. San Fernando Street, Suite 1500

San Jose, CA 95113

 



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REQUIRED INFORMATION

 

1. Not applicable

 

2. Not applicable

 

3. Not applicable

 

4. The Investment Savings Plan for Employees of Knight-Ridder, Inc. and Certain Subsidiaries (the “Plan”) is subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Attached hereto is a copy of the most recent financial statements and schedules of the Plan prepared in accordance with the financial reporting requirements of ERISA.

 

Exhibits

 

23 Consent of Ernst & Young LLP


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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized.

 

Investment Savings Plan for Employees of Knight-Ridder, Inc. and Certain Subsidiaries

 

Date: June 24, 2004

 

By:

 

/s/ Carlos A. Abaunza


       

Carlos A. Abaunza

       

401(k) Plan Committee Member


Table of Contents

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES

 

Investment Savings Plan for Employees of Knight-Ridder, Inc. and Certain Subsidiaries

 

December 31, 2003 and 2002, and for the year ended December 31, 2003 with Report of Independent Registered Public Accounting Firm


Table of Contents

Investment Savings Plan for Employees of

Knight-Ridder, Inc. and Certain Subsidiaries

 

Financial Statements

and Supplemental Schedules

 

December 31, 2003 and 2002, and

for the year ended December 31, 2003

 

Contents

 

Report of Independent Registered Public Accounting Firm

   1

Audited Financial Statements

    

Statements of Net Assets Available for Benefits

   3

Statement of Changes in Net Assets Available for Benefits

   4

Notes to Financial Statements

   5

Supplemental Schedules

    

Schedule H, Line 4i – Schedule of Assets (Held At End of Year)

   12

Schedule H, Line 4j – Schedule of Reportable Transactions

   13


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Report of Independent Registered Public Accounting Firm

 

To the Participants and Administrative Committee of the Investment Savings Plan for Employees of Knight-Ridder, Inc. and Certain Subsidiaries

 

We have audited the accompanying statements of net assets available for benefits of the Investment Savings Plan for Employees of Knight-Ridder, Inc and Certain Subsidiaries as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

Except as explained in the following paragraph, we conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

As permitted by 29 CFR 2520.103-8 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, investment assets held by Vanguard Fiduciary Trust Company, the trustee of the Plan, and transactions in those assets were excluded from the scope of our audit of the Plan’s 2002 financial statements, except for comparing the information provided by the trustee, which is summarized in Note 3, with the related information included in the financial statements.

 

Because of the significance of the information that we did not audit, we are unable to, and do not, express an opinion on the Plan’s financial statements as of December 31, 2002. The form and content of the information included in the 2002 financial statements, other than that derived from the information certified by the trustee have been audited by us and, in our opinion, are presented in compliance with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2003, and changes in its net assets available for benefits for the year then ended in conformity with U. S. generally accepted accounting principles.

 

1


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Our audit of the Plan’s financial statements as of and for the year ended December 31, 2003, was made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedules of assets (held at end of year) as of December 31, 2003 and reportable transactions for the year then ended are presented for the purpose of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the financial statements for the year ended December 31, 2003, and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.

 

/s/ Ernst & Young LLP

Ernst & Young LLP

 

April 22, 2004

San Jose, California

 

2


Table of Contents

Investment Savings Plan for Employees of

Knight-Ridder, Inc. and Certain Subsidiaries

 

Statements of Net Assets Available for Benefits

 

     December 31

     2003

   2002

Assets

             

Investments, at fair value

   $ 691,097,514    $ 531,061,594

Receivables:

             

Employer contributions

     522,507      589,674

Participant contributions

     2,038,105      3,020,473
    

  

Total receivables

     2,560,612      3,610,147
    

  

Net assets available for benefits

   $ 693,658,126    $ 534,671,741
    

  

 

See accompanying notes.

 

3


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Investment Savings Plan for Employees of

Knight-Ridder, Inc. and Certain Subsidiaries

 

Statement of Changes in Net Assets Available for Benefits

 

Year ended December 31, 2003

 

Additions

      

Net appreciation in fair value of investments

   $ 118,750,421

Interest and dividend income

     12,210,279

Contributions:

      

Employer

     12,500,029

Participants

     48,742,585
    

Total contributions

     61,242,614
    

Total additions

     192,203,314

Deductions

      

Benefits paid to participants

     33,297,751
    

Total deductions

     33,297,751

Net transfers from other plans

     80,822
    

Net increase

     158,986,385

Net assets available for benefits:

      

Beginning of year

     534,671,741
    

End of year

   $ 693,658,126
    

 

See accompanying notes.

 

4


Table of Contents

Investment Savings Plan for Employees of

Knight-Ridder, Inc. and Certain Subsidiaries

 

Notes to Financial Statements

 

December 31, 2003

 

1. Description of the Plan

 

The following description of the Investment Savings Plan for Employees of Knight-Ridder, Inc. and Certain Subsidiaries (the “Plan”) provides only general information. Participants should refer to the plan document for a more complete description of the Plan’s provisions.

 

General

 

The Plan is a defined contribution plan covering substantially all employees of Knight-Ridder, Inc. (the “Company”) and its affiliates. An eligible employee (as defined in the Plan) may participate in the Plan (i) after completing one year of service and working at least 1,000 hours during the first twelve months of employment or during any later plan year or, (ii) earlier, upon contributing to the Plan substantially all of a vested lump sum benefit earned under a qualified retirement plan maintained by a previous employer.

 

The Plan was established under the provisions of Section 401(a) of the Internal Revenue Code (the “Code”), and includes a qualified cash or deferred arrangement as defined in Section 401(k) of the Code, for the benefit of eligible employees of the Company. The Plan is subject to the provisions of ERISA.

 

The Company and participating affiliates are members of the Knight-Ridder, Inc. (“KRI”) consolidated group.

 

Contributions

 

Subject to statutory limits, participants in the Plan may elect to contribute, on a pretax basis, up to 50% of their eligible compensation, as defined by the Plan. Participants may also contribute up to 20% of their eligible compensation on an after-tax basis. In addition, participants may make qualified rollover contributions to the Plan from other qualified defined contribution or defined benefit plans. The Company generally makes matching contributions of 50% of the first 6% of compensation that a participant contributes to the Plan per pay period.

 

5


Table of Contents

Investment Savings Plan for Employees of

Knight-Ridder, Inc. and Certain Subsidiaries

 

Notes to Financial Statements (continued)

 

Certain employee groups earn matching contributions under alternative provisions as approved by the Plan’s administrative committee, including no match in certain cases. The matching contributions made by the Company are invested in the KRI Common Stock Fund, which invests primarily in shares of KRI common stock. In some cases, the Company makes contributions other than matching contributions. Details of these provisions are available in the plan document.

 

Effective July 1, 2003, participants are allowed to direct their contributions into any of the Plan’s investment fund options, including the KRI Common Stock Fund. They are also allowed to immediately redirect employer contributions from the KRI Common Stock Fund into any of the Plan’s other investment options. Prior to July 1, 2003, participants could direct the investment of their contributions into any of the Plan’s investment fund options, with the exception of the KRI Common Stock Fund.

 

Contributions into The Walt Disney Company Common Stock Fund, which invests primarily in shares of Walt Disney Company common stock, are no longer permitted; however, participants can redirect monies out of this fund.

 

Investment Options

 

Participants may elect to contribute to any of the following sixteen funds:

 

  Vanguard Prime Money Market Fund

 

  Vanguard Retirement Savings Trust

 

  Vanguard Total Bond Market Index Fund

 

  Vanguard Long-Term Corporate Fund

 

  Vanguard Wellington Fund

 

  Vanguard 500 Index Fund

 

  Vanguard LifeStrategy Income Fund

 

  Vanguard LifeStrategy Conservative Growth Fund

 

  Vanguard LifeStrategy Moderate Growth Fund

 

  Vanguard LifeStrategy Growth Fund

 

  Vanguard Windsor Fund

 

  Vanguard Morgan Growth Fund

 

  Vanguard Mid-Cap Index Fund

 

  Vanguard Explorer Fund

 

  Vanguard International Growth Fund

 

  Knight-Ridder, Inc. Common Stock Fund

 

Participant Accounts

 

Each participant’s account is credited with the participant’s voluntary contributions and reflects an allocation (based on participant account balances) of (i) Company matching contributions and (ii) earnings and losses of each fund in which a participant elects to contribute. Allocations are determined in accordance with the provisions of the plan document. The benefit to which a participant is entitled is the benefit that can be provided from the vested portion of the participant’s account.

 

Vesting

 

Participants are immediately vested in their voluntary contributions plus earnings thereon. Vesting in Company matching contributions is based on years of service. Participants generally become 25% vested after two years of service, 50% vested after three years of service, 75% vested after four years of service, and 100% vested after five years of service. More rapid vesting applies to a participant who is or was an employee of Knight Ridder Digital, a wholly owned subsidiary of the Company.

 

Participants forfeit non-vested Company matching contributions and earnings upon termination of employment. All amounts forfeited are used to first restore non-vested account balances for currently rehired former participants, if any, and then to reduce future Company matching contributions.

 

6


Table of Contents

Investment Savings Plan for Employees of

Knight-Ridder, Inc. and Certain Subsidiaries

 

Notes to Financial Statements (continued)

 

Participant Loans

 

Participants may borrow from their fund accounts an amount equal to the lesser of $50,000 or 50% of their vested account balance. Loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with local prevailing lending rates. Loan terms may not exceed five years unless the loan is used to purchase the participant’s primary residence, in which case repayment must be made within 15 years. Principal and interest are paid ratably through payroll deductions.

 

Payment of Benefits

 

On or after termination of service, participants may elect a lump-sum distribution of the vested interest in their account. Distributions to employees are limited to the distribution of after-tax contributions and earnings, distribution after age 59½, or when certain hardship criteria are met.

 

Administrative Expenses

 

Fees and expenses of the Plan for legal, accounting, and other administrative services may be paid directly by the Company, or at the Company’s discretion, may be paid in whole or in part from plan assets. During 2003, substantially all expenses were paid by the Company on behalf of the Plan.

 

Plan Termination

 

Although it has not expressed any intent to do so, the Company has the right at any time to amend the plan document to discontinue future matching contributions or to terminate the Plan, subject to the provisions of ERISA. In the event of plan termination, participants will become fully vested in their accounts.

 

7


Table of Contents

Investment Savings Plan for Employees of

Knight-Ridder, Inc. and Certain Subsidiaries

 

Notes to Financial Statements (continued)

 

2. Significant Accounting Policies

 

Basis of Accounting

 

The financial statements of the Plan are prepared on the accrual basis of accounting. Benefit payments are recorded when paid.

 

Valuation of Investments and Income Recognition

 

The Plan’s investments are stated at fair value. The fair value of investments in mutual funds is based on quoted market prices, which represent the net asset values of shares held by the Plan at year-end. The fair value of common stock is based on the New York Stock Exchange quoted closing value on the last business day of the plan year. The fair value of the investment in the common/collective trust fund is based on the quoted redemption value on the last business day of the plan year. The money market account is valued on the basis of historical cost plus accrued interest, which approximates fair value. Participant loans are valued at their outstanding balances, which approximate fair value.

 

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

Use of Estimates

 

The preparation of the financial statements in conformity with U. S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

3. Investments

 

All investment information disclosed in the accompanying financial statements at December 31, 2002 was obtained or derived from information supplied to the plan administrator and certified as complete and accurate by Vanguard Fiduciary Trust Company, the trustee.

 

8


Table of Contents

Investment Savings Plan for Employees of

Knight-Ridder, Inc. and Certain Subsidiaries

 

Notes to Financial Statements (continued)

 

During 2003, the Plan’s investments (including investments purchased, sold, as well as held during the year) appreciated in fair value as determined by quoted market prices as follows:

 

    

Net Realized

and Unrealized

Appreciation

in Fair Value

of Investments


Mutual funds

   $ 90,805,741

Common stocks

     27,944,680
    

     $ 118,750,421
    

 

Investments that represent 5% or more of the fair value of the Plan’s net assets are as follows:

 

     December 31

     2003

   2002

Vanguard 500 Index Fund

   $ 107,238,780    $ 75,142,093

Vanguard Explorer Fund

     35,701,484      **

Vanguard Long-Term Corporate Fund

     **      32,254,913

Vanguard Wellington Fund

     57,770,680      44,190,306

Vanguard Windsor Fund

     153,509,929      111,398,822

Vanguard Prime Money Market Fund

     38,737,031      39,121,736

Knight-Ridder, Inc. common stock*

     139,086,156      115,824,176

* Nonparticipant-directed at December 31, 2002.
** Fair value of this investment fund was below 5% of the fair value of the Plan’s net assets at the respective year end.

 

4. Nonparticipant-Directed Investments

 

The Plan’s investment in KRI common stock was nonparticipant-directed at December 31, 2002 and was valued at $115,824,176.

 

9


Table of Contents

Investment Savings Plan for Employees of

Knight-Ridder, Inc. and Certain Subsidiaries

 

Notes to Financial Statements (continued)

 

Information about the significant components of the changes in net nonparticipant-directed assets is as follows:

 

Balance of nonparticipant-directed assets at December 31, 2002

   $ 115,824,176  

Changes in nonparticipant-directed assets:

        

Contributions

     12,426,791  

Interest and dividends

     1,975,002  

Net appreciation in fair value of investments

     25,980,711  

Benefits paid to participants

     (6,095,738 )

Net transfers to loan account

     (1,071,583 )

Transfers to other plan accounts, including forfeitures

     (9,953,203 )

Transfers to participant-directed investments

     (139,086,156 )
    


       (115,824,176 )
    


Balance of nonparticipant-directed assets at December 31, 2003

   $ 0  
    


 

5. Income Tax Status

 

The Plan has received a determination letter from the IRS dated April 1, 2003, stating that the Plan is qualified under Section 401(a) of the Code and, therefore, the related trust is exempt from taxation. Although the Plan has been amended since receiving the determination letter, the Plan Administrator believes that the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan, as amended, is qualified and the related trust is tax exempt. Therefore, no provision for income taxes has been included in the Plan’s financial statements.

 

6. Related Party and Party-in-Interest Transactions

 

The Plan invests in KRI common stock. As the Company is a member of the KRI consolidated group, these investments constitute party-in-interest transactions. Purchases and sales of KRI common stock for the year ended December 31, 2003, totaled $20,848,180 and $23,406,096, respectively.

 

10


Table of Contents

Supplemental Schedules


Table of Contents

Investment Savings Plan for Employees of

Knight-Ridder, Inc. and Certain Subsidiaries

 

EIN# 38-0723657, Plan #022

 

Schedule H, Line 4i – Schedule of Assets (Held At End of Year)

 

December 31, 2003

 

(a)


  

(b) Identity of issue, borrower,

lessor, or similar party


  

(c) Description of investment including

maturity date, rate of interest,

collateral, par, or maturity date


   (e) Current value

*

   Vanguard Fiduciary Trust Company:            
    

Mutual funds:

           
    

500 Index Fund

   1,044,500 shares    $ 107,238,780
    

Explorer Fund

   544,064 shares      35,701,484
    

International Growth Fund

   1,141,631 shares      18,414,513
    

LifeStrategy Conservative Growth Fund

   157,161 shares      2,285,120
    

LifeStrategy Growth Fund

   299,199 shares      5,433,457
    

LifeStrategy Income Fund

   163,010 shares      2,151,726
    

LifeStrategy Moderate Growth Fund

   239,053 shares      3,970,663
    

Long-Term Corporate Fund

   3,715,019 shares      34,438,223
    

Mid-Cap Index Fund

   948,834 shares      12,458,185
    

Morgan Growth Fund

   789,240 shares      11,735,994
    

Total Bond Market Index Fund

   776,702 shares      8,007,799
    

Wellington Fund

   2,005,230 shares      57,770,680
    

Windsor Fund

   9,440,955 shares      153,509,929
    

Common/collective trust fund:

           
    

Vanguard Retirement Savings Trust

   29,202,412 shares      29,202,412
    

Money market fund:

           
    

Prime Money Market Fund

   38,737,031 shares      38,737,031

*

   Knight-Ridder, Inc. common stock    1,797,676 shares      139,086,156
     The Walt Disney Company common stock    297,946 shares      6,951,070

*

   Participant loans   

Interest rates ranging from 4.0% to

10.5%, maturing through 2018

     24,004,292
              

     Total investments         $ 691,097,514
              


* Indicates a party-in-interest.

 

Column (d), cost, has been omitted, as all investments are participant-directed.

 

12


Table of Contents

Investment Savings Plan for Employees of

Knight-Ridder, Inc. and Certain Subsidiaries

 

Schedule H, Line 4j – Schedule of Reportable Transactions

 

EIN# 38-0723657, Plan #022

 

Year ended December 31, 2003

 

(a) Identity of party

involved


  

(b) Description of asset

(include interest rate and

maturity in case of a loan)


  

(c) Purchase

price


  

(d) Selling

price


  

(g) Cost

of asset


  

(h) Current

value of asset

on transaction

date


  

(i) Net gain

or (loss)


Category (iii) – Series of transactions in excess of 5% of the Plan assets:

Knight-Ridder, Inc.

   Common stock                                   
    

Purchases

   $ 20,848,180    $ —      $ 20,848,180    $ 20,848,180    $ —  
    

Sales

     —        23,406,096      16,814,872      23,406,096      6,591,224

 

There were no category (i), (ii), or (iv) reportable transactions during the year ended December 31, 2003.

 

Columns (e) and (f) have not been presented, as this information is not applicable.

 

13

EX-23 2 dex23.htm CONSENT OF ERNST & YOUNG LLP Consent of Ernst & Young LLP

Exhibit 23

 

CONSENT OF ERNST & YOUNG LLP

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement No. 333-106492 on Form S-8, pertaining to the Investment Savings Plan for Employees of Knight-Ridder, Inc. and Certain Subsidiaries, of our report dated April 22, 2004, with respect to the financial statements and schedules of the Investment Savings Plan for Employees of Knight-Ridder, Inc. and Certain Subsidiaries included in this Annual Report (Form 11-K) for the year ended December 31, 2003.

 

/s/ Ernst & Young LLP

Ernst & Young LLP

 

San Jose, California

June 21, 2004

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