-----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, QLm2//jS++0eGy40ugEqQpRFsskQO79h1jxJIqOVIFzt5mdDP8adpIDt+2DEuF84 KZzJ2SAyHwvq4aWvK1IsRQ== 0001193125-05-167063.txt : 20050812 0001193125-05-167063.hdr.sgml : 20050812 20050812170703 ACCESSION NUMBER: 0001193125-05-167063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050811 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050812 DATE AS OF CHANGE: 20050812 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: 051022552 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) August 11, 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

 


 

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:

 

¨ 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 8.01 Other Events

 

On August 11, 2005, Knight-Ridder, Inc. issued a press release announcing plans to repurchase 10 million shares of its common stock. As part of this repurchase program, the company purchased 5 million shares of its common stock from Goldman, Sachs & Co. in a private transaction in connection with an accelerated stock buyback arrangement. The shares were repurchased for an upfront payment of approximately $312 million, or $62.36 per share, subject to a price adjustment provision. The remaining 5 million shares will be repurchased over the next six to nine months.

 

Item 9.01 Financial Statements and Exhibits

 

(c) Exhibits.

 

Exhibit 99.1      Press Release of Knight-Ridder, Inc. dated August 11, 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 hereunto duly authorized.

 

KNIGHT-RIDDER, INC.
By:  

/s/ Gary R. Effren


    Gary R. Effren
    Vice President/Finance

 

Dated: August 12, 2005


EXHIBIT INDEX

 

Exhibit

Number


 

Name


99.1   Press Release of Knight-Ridder, Inc. dated August 11, 2005
EX-99.1 2 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

NEWS RELEASE

 

KNIGHT RIDDER

50 WEST SAN FERNANDO ST.

SAN JOSE, CA 95113

 

Knight Ridder Announces Plans Regarding Repurchase of 10 Million Shares Previously Authorized by Board

 

SAN JOSE, Aug. 11, 2005 – Knight Ridder (NYSE: KRI) today announced that it plans to repurchase 10 million shares of the company’s common stock over the next six to nine months. As the first step toward this objective, the company purchased 5 million shares of its common stock from Goldman, Sachs & Co. in a private transaction in connection with an accelerated stock buyback (“ASB”) arrangement. The shares were repurchased for an upfront payment of approximately $312 million or $62.36 per share, subject to a price adjustment provision.

 

As previously announced, on July 19, 2005, the Knight Ridder Board of Directors authorized the repurchase of 10 million shares of its common stock in addition to the approximately 1.8 million shares remaining from the previous authorization. The company also plans to repurchase shares in the open market which, when combined with the ASB program, would result in total repurchases of 10 million shares over the next six to nine months.

 

Including today’s ASB transaction, Knight Ridder has bought back a total of 8.3 million shares (11% of its outstanding stock) for approximately $525 million during 2005. During the previous three years, it has repurchased 12.6 million shares.

 

Certain statements contained in this press release 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 and changes in the company’s stock price.

 

Knight Ridder is the nation’s second-largest newspaper publisher, with products in print and online. The company publishes 32 daily newspapers in 29 U.S. markets, with a readership of 8.5 million daily and 11.0 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 110 U.S. markets. Knight Ridder and Knight Ridder Digital are headquartered in San Jose, Calif.

(FR)

 

#             #             #

 

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.

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