-----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, TfuAdLMtT794+sdCHO1faQRK5kbCU3Bh3lO2NtF3RTZzt1/niAMCSmPcDa/o9ZYK 07+QITzWJEfzeJPVNytCTg== 0001193125-05-044740.txt : 20050308 0001193125-05-044740.hdr.sgml : 20050308 20050308172319 ACCESSION NUMBER: 0001193125-05-044740 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050303 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050308 DATE AS OF CHANGE: 20050308 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07553 FILM NUMBER: 05667486 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 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 3, 2005

 


 

Knight-Ridder, Inc.

(Exact name of registrant as specified in its charter)

 


 

Florida   1-7553   38-0723657

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

50 W. San Fernando Street, Suite 1500, San Jose, California   95113
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (408) 938-7700

 

Not applicable

(Former name or former address, if changed since last report.)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 1.01. Entry into a Material Definitive Agreement.

 

On March 7, 2005, Knight-Ridder, Inc. (the “Company”) issued a press release announcing that on March 3, 2005, the Company, its operating division, The Miami Herald Publishing Company, and its subsidiary, Richwood, Inc., entered into an agreement with Citisquare Group, LLC (“Buyer”) to sell approximately 10 acres of real property located in Miami, Florida for $190 million. Upon execution of the agreement, Buyer delivered into escrow a $7.5 million deposit. The agreement allows Buyer to conduct an environmental investigation of the property and provides for certain remediation efforts by the sellers if environmental problems are discovered. The agreement provides for certain post-closing development restrictions on the property adjacent to the parcels being sold that are owned by the sellers and used in the operation of The Miami Herald and el Nuevo Herald newspapers. The agreement also provides for the grant of certain easements to the sellers, including an easement for parking and for continued truck access and staging necessary for the newspaper operations. A copy of the Company’s press release is attached to this Report on Form 8-K as an exhibit.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits.

 

Exhibit No.

 

Description


99.1   Press Release of Knight-Ridder, Inc. dated March 7, 2005


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

KNIGHT-RIDDER, INC.
By:  

/s/ Steven B. Rossi


    Steven B. Rossi
    Senior Vice President/Finance and Chief
    Financial Officer

 

Date: March 8, 2005


EXHIBIT INDEX

 

Exhibit
Number


 

Name


99.1   Press Release of Knight-Ridder, Inc. dated March 7, 2005
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

SAN JOSE, Mar. 7, 2005 – Knight Ridder, parent company of The Miami Herald Publishing Co., confirmed today a contract for the sale of approximately 10 acres surrounding The Herald’s bayfront building to Terra Group, headed by Pedro Martin, for a purchase price of $190 million.

 

“Closing on the agreement is contingent upon the completion of a successful due diligence process,” said Larry Marbert, Knight Ridder VP/production and facilities. “It could take a few weeks and it could take some months.”

 

Closing on the 10 acres will “probably be in a few months,” said Pedro Martin.

 

The land, which is now occupied by a low-rise garage, surface parking lots and one, relatively small, two-story building on Biscayne, Ave., was put up for sale in November. Edie Laquer, the broker for Knight Ridder, assisted in securing several offers before Terra emerged as the winner.

 

Plans for the parcel are preliminary, but could include residential, office, hotel and retail components, said David Martin, Terra’s chief operating officer. Terra plans to audition architects from around the world to develop a master plan.

 

Under the deal’s terms, Terra must provide some 740 parking spaces for Herald employees and not interfere with the newspaper’s delivery trucks.

 

In making the announcement Friday, both Knight Ridder and The Herald scotched earlier rumors that the Herald’s building, at 1 Herald Plaza, was a part of the deal. “It is not for sale,” Marbert stressed. Should Knight Ridder ever want to sell it, Terra would have the right of first refusal, he said.

 

Knight Ridder (NYSE: KRI) is the nation’s second-largest newspaper publisher, with products in print and online. The company publishes 31 daily newspapers in 28 U.S. markets, with a readership of 9.0 million daily and 12.7 million Sunday. Knight Ridder also has investments in a variety of Internet and technology companies and two newsprint companies. The company’s Internet operation, Knight Ridder Digital, develops and manages the company’s online properties. It is the founder and operator of Real Cities (www.RealCities.com), the largest national network of city and regional Web sites in more than 105 U.S. markets. Knight Ridder and Knight Ridder Digital are headquartered in San Jose, Calif.

 

#        #        #

 

For more information, call Vice President/Corporate Relations Polk Laffoon at 408-938-7838 (e-mail: plaffoon@knightridder.com), or Director/Corporate Communications Lee Ann Schlatter at 408-938-7839 (e-mail: lschlatter@knightridder.com), or visit Knight Ridder’s Web site at www.knightridder.com.

 

Certain statements contained in this report are forward-looking. They are based on management’s current knowledge of factors affecting Knight Ridder’s business. Actual results could differ materially from those currently anticipated, depending upon – but not limited to – the effects of interest rates, of national and local economies on revenue, of the evolution of the Internet, of unforeseen changes in the price of newsprint and of negotiations and relations with labor unions.

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