KNIGHT RIDDER INC
SC 13G/A, 1997-02-25
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING
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<PAGE>   1
   THIS DOCUMENT IS A COPY OF THE AMENDMENT NO. 3 TO SCHEDULE 13G FILED ON
   FEBRUARY 18, 1997 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.




                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Schedule 13G

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*

                              KNIGHT-RIDDER, INC.
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)


                                  499040 10 3
                                 (CUSIP Number)


*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

                        (Continued on following page(s))

                               Page 1 of 4 Pages
<PAGE>   2


   CUSIP No. 499040 10 3              13G                     Page 2 of 4 Pages



      1       NAME OF REPORTING PERSON
              S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                          John S. And James L. Knight Foundation, 
                          a Florida nonprofit corporation


      2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                (a) [ ]
                                                                (b) [ ]

      3       SEC USE ONLY


      4       CITIZENSHIP OR PLACE OF ORGANIZATION
                                                          Florida


         NUMBER OF             5       SOLE VOTING POWER
                                                                     3,544,382
          SHARES

       BENEFICIALLY            6       SHARED VOTING POWER

         OWNED BY

           EACH                7       SOLE DISPOSITIVE POWER
                                                                     3,544,382
         REPORTING

          PERSON               8       SHARED DISPOSITIVE POWER

           WITH

      9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
                                                            3,544,382

     10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES 
              CERTAIN SHARES*                                              [ ]


     11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
                                                            3.8%


     12       TYPE OF REPORTING PERSON*
                                                             CO





                      *SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>   3

                                                               Page 3 of 4 Pages

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934

Item 1(a)        Name of Issuer:
                          Knight-Ridder, Inc.

Item 1(b)        Address of Issuer's Principal Executive Offices:
                          One Herald Plaza
                          Miami, Florida 33132

Item 2(a)        Name of Person Filing:
                          John S. And James L. Knight Foundation

Item 2(b)        Address of Principal Business Office:
                          One Biscayne Tower - Suite 3800
                          2 South Biscayne Boulevard
                          Miami, Florida 33131

Item 2(c)        Citizenship:
                          United States (a Florida nonprofit corporation)

Item 2(d)        Title of Class of Securities:
                          Common Stock, $.02-1/12 par value

Item 2(e)        CUSIP Number:
                          499040 10 3

Item 3           If this statement is filed pursuant to Rules 13(d)
                          -1(b) or 13(d)-2(b):

                 N/A

Item 4           Ownership: (a) Amount Beneficially Owned             3,544,382
                            (b) Percent of Class                      3.8%
                            (c) Number of shares as to which       
                                such person has:                   
                                                                   
                                i)      Sole power to vote or         3,544,382
                                        to direct the vote         
                                                                   
                                ii)     Shared power to vote       
                                        or to direct the vote      
                                                                   
                                iii)    Sole power to dispose         3,544,382
                                        or to direct the           
                                        disposition of             
                                                                   
                                iv)     Shared power to dispose    
                                        or to direct the disposition of
                                                                         
<PAGE>   4

                                                               Page 4 of 4 Pages


Item 5           Ownership of Five Percent or Less of a Class:

                 If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner of
more then five percent of the class of securities, check the following (x).


Item 6           Ownership of More than Five Percent on
                          Behalf of Another Person:

                 N/A

Item 7           Identification and Classification of the Subsidiary
                          Which Acquired the Security Being Reported on by the
                          Parent Holding Company:

                 N/A

Item 8           Identification and Classification of the Members of
                          the Group:

                 N/A

Item 9           Notice of Dissolution of Group:

                 N/A

Item 10  Certification:

                 By  signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such securities
and were not acquired in connection with or as a participant in any transaction
having such purpose or effect.

Signature

                 After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

Date: February 3, 1997

JOHN S. AND JAMES L. KNIGHT FOUNDATION



By: /s/ Timothy J. Crowe                                        
    -------------------------------------------------
    Name: Timothy J. Crowe
    Title: Vice President and Chief Financial Officer



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