SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Form 3 Holdings Reported.
  
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
ANSTANDIG MARSHALL

(Last) (First) (Middle)
50 W SAN FERNANDO ST 15TH FLR

(Street)
SAN JOSE CA 95113

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KNIGHT RIDDER INC [ KRIC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP/Sr. Labor & Emp. Counsel
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/26/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock(1) 8,482 D
Common Stock/401k 274.5814 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Compensation Stock Units (2) 04/06/2004 I 169.5047 (2) (2) Common Stock 169.5047 $77.655 749.5977 D
Deferred Compensation Stock Units $0 (3) (3) Common Stock 4.6632 4.6632 D
Non-Qualified Stock Option (right to buy)(4) $49.625 12/11/1999(5) 12/11/2008 Common Stock 15,000 15,000 D
Non-Qualified Stock Option (right to buy)(4) $52.375 08/03/1999(5) 08/03/2008 Common Stock 20,000 20,000 D
Non-Qualified Stock Option (right to buy) $54.8125 12/19/2001(5) 12/19/2010 Common Stock 30,000 30,000 D
Non-Qualified Stock Option (right to buy)(4) $57.9688 12/15/2000(5) 12/15/2009 Common Stock 25,000 25,000 D
Non-Qualified Stock Option (right to buy)(4) $62.155 12/19/2003 12/19/2012 Common Stock 30,000 30,000 D
Non-Qualified Stock Option (right to buy) $62.25 12/12/2002 12/12/2011 Common Stock 30,000 30,000 D
Non-Qualified Stock Option (right to buy) $67.315 12/13/2005 12/13/2014 Common Stock 27,000 27,000 D
Non-Qualified Stock Option (right to buy) $75.205 12/04/2004 12/04/2013 Common Stock 30,000 30,000 D
Explanation of Responses:
1. Represents restricted shares of common stock granted pursuant to the Issuer's Long-Term Incentive Plan (the "Plan"). The number of shares granted to the reporting person is based on the average closing price of the Issuer's comon stock in the last completed calendar month preceding the grant. Under the terms of the Plan, the shares vested when the Issuer's total shareholder return ("TSR") was positive and at least equal to the median TSR of the other companies of the S&P Newspaper Index at the end of the performance period. The performance period ended 12/31/02.
2. Units were acquired under the issuer's MBO Deferral Plan, subject to reporting person's rights under the Plan to transfer the units to another deferred compensation investment fund, or to defer the settlement date to a later date.
3. Units were acquired under the issuer's MBO Deferral Plan, subject to reporting person's rights under the Plan to transfer the units to another deferred compensation plan.
4. Options previously granted under the Knight-Ridder, Inc. Employee Stock Option Plan.
5. The Option is exercisable in three equal annual installments beginning on the first anniversary of the date of grant.
By: Polk Laffoon For: Marshall W. Anstandig 02/07/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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