Registration No. 333-_____
As filed with the Securities and Exchange Commission on December 1, 1998
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
KNIGHT-RIDDER, INC.
------------------------------
(Exact name of registrant as specified in its charter)
FLORIDA 38-0723657
---------------------------- -----------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
50 WEST SAN FERNANDO STREET, SAN JOSE, CALIFORNIA 95113-2413
- ------------------------------------------------- ------------------
(Address of Principal Executive Offices) (Zip Code)
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
-------------------------------------------
(Full title of the plan)
Karen Stevenson, Esq.
Knight-Ridder, Inc., 50 West San Fernando Street, San Jose,
California 95113-2413
(408) 938-7700
---------------------------------------------------------
(Name, address and telephone number of agent for service)
Copy to: Garett J. Albert, Esq.
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of
Securities Amount Proposed Maximum Proposed Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered** Per Share*** Offering Price*** Fee
- ------------------------ ------------------------ ----------------------------- ------------------------------ ---------------------
<S> <C> <C> <C> <C>
Common Stock,
par value 199,979 shares $52.00 $10,391,597 $2,889
$.02 1/12 per share*
- ------------------------ ------------------------ ----------------------------- ------------------------------ ---------------------
(see footnotes on following page)
</TABLE>
<PAGE>
FOOTNOTES
- ---------
* Each share of Common Stock includes a related right (a "Right") to
purchase one one-hundredth of a share of Series A Junior Participating
Preferred Stock of the Company. The Rights are not exercisable or
transferable apart from the Common Stock at this time, and accordingly
no independent value is attributable to such Rights.
** This Registration Statement also relates to such indeterminate number
of additional shares (and related Rights) as may be issuable pursuant
to stock splits, stock dividends, or similar transactions.
*** The proposed maximum offering price per share of Common Stock and the
proposed maximum aggregate offering price are calculated solely for
the purpose of determining the registration fee pursuant to Rule
457(h) under the Securities Act of 1933, as amended. With respect to
26,000 shares of Common Stock as to which stock options were granted
prior to the date hereof, the registration fee is based on the
exercise price per share of $51.7188; with respect to the balance of
the shares being registered (consisting of 173,979 shares of Common
Stock, of which 3,312 shares are being registered solely for resale),
the registration fee is based on a price of $52.00 per share, which is
the average of the high and low sale prices of the Common Stock on
November 25, 1998 on the New York Stock Exchange Composite Tape.
<PAGE>
PROSPECTUS
KNIGHT-RIDDER, INC.
3,312 SHARES OF COMMON STOCK
(Par Value $.02 1/12 per Share)
This Prospectus relates to the reoffer and resale of an aggregate of
3,312 shares of Common Stock, par value $.02 1/12 per share (the "Common Stock")
of Knight-Ridder, Inc., a Florida corporation (the "Company"), which have been
issued to the Selling Stockholders named in this Prospectus pursuant to the
Knight-Ridder, Inc. Compensation Plan for Nonemployee Directors. Each share of
Common Stock includes a related right (a "Right") to purchase one one-hundredth
of a share of the Company's Series A Junior Participating Preferred Stock. The
Rights, which will cause substantial dilution to a person that attempts to
acquire the Company on terms not approved by the Company's Board of Directors,
are not currently exercisable or transferable apart from the Common Stock.
The Company will receive no part of the proceeds of sales made
hereunder. All expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and other expenses
incurred by the Selling Stockholders will be borne by such Selling Stockholders.
None of the shares offered pursuant to this Prospectus have been registered
prior to the filing of the Registration Statement of which this Prospectus is a
part. All or a portion of the shares of Common Stock offered hereby may be
offered for sale, from time to time, on the New York Stock Exchange or
otherwise, at prices and on terms then obtainable.
The Common Stock of the Company is quoted on the New York Stock
Exchange under the symbol "KRI." The Common Stock is also quoted on the
Philadelphia Stock Exchange, the Chicago Stock Exchange, the Boston Stock
Exchange, the Pacific Exchange, the Cincinnati Stock Exchange, the Frankfurt
Stock Exchange and the Tokyo Stock Exchange. On November 25, 1998, the closing
price of the Common Stock as reported on the New York Stock Exchange Composite
Tape was $51.6875.
The principal executive offices of the Company are located at 50 West
San Fernando Street, San Jose, California 95113-2413. The Company's telephone
number is (408) 938-7700.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE
SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------
The date of this Prospectus is December 1, 1998.
<PAGE>
TABLE OF CONTENTS
PAGE
----
The Company............................................................... 2
Selling Stockholders...................................................... 2
Plan of Distribution...................................................... 4
Where You Can Find More Information....................................... 4
Experts................................................................... 6
THE COMPANY
The Company is an information, advertising and communications company
primarily engaged in newspaper publishing and Web-based online services in the
United States. The Company also has investments in two newsprint mills.
The Company publishes 31 newspapers, including the SAN JOSE MERCURY
NEWS, THE MIAMI HERALD, THE PHILADELPHIA INQUIRER AND THE PHILADELPHIA DAILY
NEWS, the DETROIT FREE PRESS, THE KANSAS CITY STAR and the FT. WORTH
STAR-TELEGRAM, and has daily newspaper operations in 28 U.S. markets in 18
states. News, advertising and other information from the Company reaches more
than 9 million readers daily and 12.6 million readers Sunday. The Company
maintains 40 associated Web sites under the name "Knight Ridder Real Cities."
SELLING STOCKHOLDERS
The Selling Stockholders are certain current and former nonemployee
directors of the Company who acquired shares of Common Stock under the Company's
Compensation Plan for Nonemployee Directors before the filing of a registration
statement with respect to such shares.
The following table sets forth the name of each Selling Stockholder,
the number of shares of Common Stock beneficially owned by such Selling
Stockholder as of November 23, 1998, the number of shares covered by this
Prospectus, and the number of shares which will be beneficially owned after the
sale of the shares covered by this Prospectus.
<PAGE>
<TABLE>
<CAPTION>
SHARES
SHARES SHARES COVERED BENEFICIALLY
NAME OF SELLING BENEFICIALLY BY THIS OWNED AFTER
STOCKHOLDER (1) OWNED(2) PROSPECTUS THIS OFFERING(2)
--------------- -------- ---------- ----------------
<S> <C> <C> <C>
James Cash, Jr. 1,503 436 1,067
Joan R. Challinor 97,529 218 97,311
Alvah H. Chapman, Jr. 230,802 218 230,584
Kathleen Foley Feldstein 885 218 667
John C. Fontaine 129,525 21 129,504
Thomas P. Gerrity 1,885 218 1,667
Barbara B. Hauptfuhrer 3,285 218 3,067
Jesse Hill, Jr. 2,485 218 2,267
C. Peter McColough 1,488 21 1,467
M. Kenneth Oshman 31,103 436 30,667
Thomas L. Phillips 3,285 218 3,067
Randall L. Tobias 2,885 218 2,667
Gonzalo F. Valdes-Fauli 2,385 218 2,167
John L. Weinberg 29,103 436 28,667
- ------------------------
(1) Each of the Selling Stockholders is a director of the Company and has been
so since at least October 1, 1995 except as follows: Messrs. Fontaine and
McColough retired from the Board in April 1998; Dr. Feldstein and Dr.
Gerrity were elected to the Board in April 1998; and Mr. Oshman was elected
to the Board in September 1996. Prior to his retirement in July 1997, Mr.
Fontaine also served as an executive officer of the Company.
(2) The number of shares shown for each of the Selling Stockholders includes
667 shares subject to stock options which become exercisable within sixty
days. The number of shares shown for Mr. Fontaine includes an additional
123,334 shares subject to exercisable stock options.
</TABLE>
<PAGE>
PLAN OF DISTRIBUTION
The shares of Common Stock are being sold by the Selling Stockholders
acting as principals for their own account. The Company will not be entitled to
any proceeds from the sale of any shares of Common Stock sold by the Selling
Stockholders as part of this offering. The Selling Stockholders may sell the
shares from time to time in one or more transactions on the New York Stock
Exchange, in sales occurring in the public market off such Exchange, in
privately negotiated transactions, or in a combination of such transactions.
Each sale may be made either at market prices prevailing at the time of such
sale or at negotiated prices. Some or all of the shares may be sold through
brokers acting on behalf of the Selling Stockholders or to dealers for resale by
such dealers, and in connections with such sales, such brokers or dealers may
receive compensation in the form of discounts, fees or commissions from the
Selling Stockholders and/or the purchasers of such shares for whom they may act
as broker or agent (which discounts, fees or commissions are not anticipated to
exceed those customary in the types of transactions involved).
The Selling Stockholders and any broker or dealer participating in the
distribution of shares in connection with this offering may be deemed to be
"underwriters" within the meaning of the Securities Act, in which event any
discounts or commissions received by such brokers or dealers may be deemed to be
underwriting discounts and commissions under the Securities Act.
Any shares of Common Stock covered by this Prospectus which qualify for
sale pursuant to Rule 144 under the Securities Act of 1933 may be sold under
Rule 144 rather than pursuant to this Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and special reports, as well as
proxy statements and other information with the Securities and Exchange
Commission (the "SEC"). You may read and copy any document the Company files
with the SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain further information about the operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The Company's
SEC filings are also available to the public over the Internet at the SEC's web
site (http://www.sec.gov). In addition, you may inspect the Company's SEC
filings at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005.
This prospectus is part of a registration statement on Form S-8 filed
by the Company with the SEC under the Securities Act of 1933. As permitted by
SEC rules, this prospectus does not contain all of the information included in
<PAGE>
the registration statement and the accompanying exhibits filed with the SEC. You
may refer to the registration statement and its exhibits for more information.
The SEC allows the Company to "incorporate by reference" into this
prospectus the information the Company files with the SEC. This means that the
Company can disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to be part of
this prospectus. If the Company subsequently files updating or superseding
information in a document that is incorporated by reference into this
prospectus, the subsequent information will also become part of this prospectus
and will supersede the earlier information.
The Company is incorporating by reference the following documents that
it has filed with the SEC:
o its Annual Report on Form 10-K for the year ended December 28, 1997;
o its Quarterly Reports on Form 10-Q (including any amendments) for the
quarters ended March 29, 1998, June 28, 1998 and September 27, 1998;
o its Current Report on Form 8-K, dated March 18, 1998, as filed with
the SEC on March 31, 1998;
o the description of its Common Stock contained in the Company's
registration statement filed with the SEC under the Securities
Exchange Act of 1934 and subsequent amendments and reports filed to
update such description; and
o the description of the Company's Rights contained in its Registration
Statement on Form 8-A filed with the SEC on July 9, 1996.
The Company is also incorporating by reference into this prospectus all
of its future filings with the SEC under Sections 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 until this offering has been completed.
You may obtain a copy of any of the Company's filings which are
incorporated by reference, at no cost, by writing to or telephoning the Company
at the following address:
Knight-Ridder, Inc.
50 West San Fernando Street
San Jose, California 95113-2413
Attention: Corporate Secretary
Telephone: (408) 938-7700
You should rely only on the information provided in this prospectus or
incorporated by reference. The Company has not authorized anyone to provide you
with different information. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the first page of
the prospectus. The Company is not making this offer of securities in any state
or country in which the offer or sale is not permitted.
<PAGE>
EXPERTS
The consolidated financial statements of Knight-Ridder, Inc. and
subsidiaries, appearing in or incorporated by reference in Knight-Ridder, Inc.'s
Annual Report (Form 10-K) for the fiscal year ended December 28, 1997 have been
audited by Ernst & Young LLP, independent certified public accountants, as set
forth in their report included therein and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Knight-Ridder, Inc. (the "Company")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 28, 1997;
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since December 28, 1997; and
(c) The description of the Company's Common Stock and Rights contained
in the Company's registration statements therefor and subsequent amendments
thereof.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in a subsequently filed
document which is also incorporated by reference herein modifies or supersedes
such statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
<PAGE>
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 607.0850 of the Florida Business Corporation Act, the
Company is in certain circumstances permitted, and in other circumstances may be
required, to indemnify its directors and officers against certain expenses
(including counsel fees) and other amounts paid in connection with certain
threatened, pending or completed civil or criminal actions, suits or proceedings
(including certain civil actions and suits which may be instituted by or in
right of the Company), in which such persons were or are parties, or are
threatened to be made parties, by reason of the fact that such persons were or
are directors or officers of the Company. Such section also permits the Company
to purchase and maintain insurance on behalf of its directors and officers
against any liability which may be asserted against, or incurred by, such
persons in their capacities as directors or officers of the Company, or which
may arise out of their status as directors or officers of the Company whether or
not the Company would have the power to indemnify such persons against such
liability under the provisions of such Section.
Under Article VII of the Company's By-Laws, the Company is required to
indemnify its directors and officers to the fullest extent permitted by the laws
of Florida as from time to time in effect against certain expenses (including
counsel fees), judgments, fines and other sums paid in connection with the
defense or settlement of threatened, pending or completed civil or criminal
actions, suits or proceedings (including certain civil actions and suits which
may be instituted by or in the right of the Company), to which such persons are
parties or are otherwise involved in, by reason of the fact that such persons
were or are directors or officers of the Company. For the complete text of
Article VII of the Company's By-Laws, reference is made to Exhibit 3.2 to the
Company's Form 10-Q filed May 9, 1997, which exhibit is incorporated herein by
reference.
The Company maintains insurance for its officers and directors against
certain liabilities, including liabilities under the Securities Act, under
insurance policies, the premiums for which are paid by the Company. The effect
of these insurance policies is to indemnify any officer or director of the
Company against expenses, judgments, fines, attorneys' fees and other amounts
paid in settlements incurred by such person, subject to certain exclusions. Such
policies do not insure against any such amount incurred by an officer or
director as a result of his or her own dishonesty.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
This Registration Statement covers the resale of 3,312 shares of Common
Stock issued under the Knight-Ridder, Inc. Compensation Plan for Nonemployee
Directors. These shares were issued to directors of the issuer in transactions
which are exempt from registration under the Securities Act pursuant to Section
4(2) thereof.
<PAGE>
Item 8. EXHIBITS
<TABLE>
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
<S> <C> <C>
4.1 Amended and Restated Articles of Incorporation of the Filed as Exhibit 3.1 to the Company's Annual Report on
Company (totally amended and restated as of February Form 10-K for the year ended December 28, 1997
1998)
4.2 By-Laws of the Company, as amended through January 28, Filed as Exhibit 3.2 to the Company's Form 10-Q filed
1997 May 9, 1997
4.3 Rights Agreement, dated as of June 21, 1996 Filed as Exhibit 99 to the Company's Form 8-A filed July
9, 1996
23.1 Consent of Independent Certified Public Accountants Filed herewith
24.1 Powers of Attorney Filed herewith
</TABLE>
Item 9. UNDERTAKINGS
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information
in the Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Jose, State of California, on this 30th day
of November, 1998.
KNIGHT-RIDDER, INC.
By: /S/ MARY JEAN CONNORS
------------------------------
Mary Jean Connors
Senior Vice President/Human Resources
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 30th day of November, 1998.
SIGNATURE CAPACITY
- --------- --------
Principal Executive Officer:
P. ANTHONY RIDDER * Chairman of the Board and
-------------------------- Chief Executive Officer
P. Anthony Ridder
Principal Financial Officer:
ROSS JONES * Chief Financial Officer and
-------------------------- Senior Vice President/Finance
Ross Jones
Principal Accounting Officer:
GARY R. EFFREN * Vice President and Controller
--------------------------
Gary R. Effren
<PAGE>
SIGNATURE CAPACITY
- --------- --------
Majority of the Board of Directors:
JAMES I. CASH, JR. * Director
--------------------------
James I. Cash, Jr.
JOAN RIDDER CHALLINOR * Director
--------------------------
Joan Ridder Challinor
Director
--------------------------
Alvah H. Chapman, Jr.
KATHLEEN FOLEY FELDSTEIN * Director
--------------------------
Kathleen Foley Feldstein
THOMAS P. GERRITY * Director
--------------------------
Thomas P. Gerrity
BARBARA BARNES HAUPTFUHRER * Director
--------------------------
Barbara Barnes Hauptfuhrer
JESSE HILL, JR. * Director
--------------------------
Jesse Hill, Jr.
M. KENNETH OSHMAN * Director
--------------------------
M. Kenneth Oshman
THOMAS L. PHILLIPS * Director
--------------------------
Thomas L. Phillips
P. ANTHONY RIDDER * Director
--------------------------
P. Anthony Ridder
<PAGE>
SIGNATURE CAPACITY
- --------- --------
RANDALL L. TOBIAS * Director
--------------------------
Randall L. Tobias
GONZALO F. VALDES-FAULI * Director
--------------------------
Gonzalo F. Valdes-Fauli
JOHN L. WEINBERG * Director
--------------------------
John L. Weinberg
- ------------------------------
* By: /S/ KAREN STEVENSON
-----------------------------------
Karen Stevenson, as authorized by
Power of Attorney filed as Exhibit
24.1 to this Registration Statement
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION METHOD OF FILING
- ------ ----------- ----------------
<S> <C> <C>
4.1 Amended and Restated Articles of Incorporation of the Filed as Exhibit 3.1 to the Company's Annual Report on
Company (totally amended and restated as of February Form 10-K for the year ending December 28, 1997
1998)
4.2 Restated By-Laws of the Company, as amended through Filed as Exhibit 3.2 to the Company's Form 10-Q filed
January 28, 1997 May 9, 1997
4.3 Rights Agreement, dated as of June 21, 1996 Filed as Exhibit 99 to the Company's Form 8-A filed July
9, 1996
23.1 Consent of Independent Certified Public Accountants Filed herewith
24.1 Powers of Attorney Filed herewith
</TABLE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8 No. 333-00000) and the related Prospectus
of Knight-Ridder, Inc. for the registration of (i) 196,667 shares of Common
Stock to be issued under the Knight-Ridder, Inc. Compensation Plan for
Nonemployee Directors and (ii) 3,312 shares of Common Stock previously issued
under such Plan, and to the incorporation by reference therein of our report
dated January 26, 1998, with respect to the consolidated financial statements
and schedule of Knight-Ridder, Inc. included or incorporated by reference in its
Annual Report (Form 10-K) for the year ended December 28, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
November 30, 1998
Exhibit 24.1
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
-------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and
appoint Ross Jones and Karen Stevenson, and each of them, with full power of
substitution, his/her true and lawful attorney or attorneys to execute in
his/her name, place and stead in such capacity or capacities (whether on behalf
of the Company, as a director and/or officer of the Company or otherwise), any
and all instruments which said attorney or attorneys may deem necessary or
advisable in order to enable the Company to comply with the Securities Act of
1933, as amended (the "Securities Act"), and any requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the filing of any Registration Statement to be filed with the Commission
under the Securities Act relating to shares of the Company's Common Stock issued
or issuable under the Company's Compensation Plan for Nonemployee Directors,
including, without limitation, power and authority to sign his/her name (whether
on behalf of the Company, as a director and/or officer of the Company or
otherwise) to any such Registration Statement and any and all amendments
(including post-effective amendments) to any such Registration Statement, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission, each of said attorneys and his/her substitutes
to have full power and authority to do and perform, in the name and on behalf of
the undersigned, every act whatsoever necessary or advisable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as
of this 27th day of October, 1998.
/s/ P. Anthony Ridder
------------------------------------- Chairman of the Board and
P. Anthony Ridder Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
-------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and
appoint Ross Jones and Karen Stevenson, and each of them, with full power of
substitution, his/her true and lawful attorney or attorneys to execute in
his/her name, place and stead in such capacity or capacities (whether on behalf
of the Company, as a director and/or officer of the Company or otherwise), any
and all instruments which said attorney or attorneys may deem necessary or
advisable in order to enable the Company to comply with the Securities Act of
1933, as amended (the "Securities Act"), and any requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the filing of any Registration Statement to be filed with the Commission
under the Securities Act relating to shares of the Company's Common Stock issued
or issuable under the Company's Compensation Plan for Nonemployee Directors,
including, without limitation, power and authority to sign his/her name (whether
on behalf of the Company, as a director and/or officer of the Company or
otherwise) to any such Registration Statement and any and all amendments
(including post-effective amendments) to any such Registration Statement, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission, each of said attorneys and his/her substitutes
to have full power and authority to do and perform, in the name and on behalf of
the undersigned, every act whatsoever necessary or advisable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as
of this 27th day of October, 1998.
/s/ Gary R. Effren
-------------------------------- Vice President and Controller
Gary R. Effren
<PAGE>
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
-------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and
appoint Karen Stevenson, with full power of substitution, his/her true and
lawful attorney to execute in his/her name, place and stead in such capacity or
capacities (whether on behalf of the Company, as a director and/or officer of
the Company or otherwise), any and all instruments which said attorney may deem
necessary or advisable in order to enable the Company to comply with the
Securities Act of 1933, as amended (the "Securities Act"), and any requirements
of the Securities and Exchange Commission (the "Commission") in respect thereof,
in connection with the filing of any Registration Statement to be filed with the
Commission under the Securities Act relating to shares of the Company's Common
Stock issued or issuable under the Company's Compensation Plan for Nonemployee
Directors, including, without limitation, power and authority to sign his/her
name (whether on behalf of the Company, as a director and/or officer of the
Company or otherwise) to any such Registration Statement and any and all
amendments (including post-effective amendments) to any such Registration
Statement, and to file the same, with all exhibits thereto and any other
documents in connection therewith, with the Commission, said attorney and
his/her substitutes to have full power and authority to do and perform, in the
name and on behalf of the undersigned, every act whatsoever necessary or
advisable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person. The undersigned does hereby
ratify and confirm all that such attorney and agents shall do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as
of this 27th day of October, 1998.
/s/ Ross Jones
--------------------------------- Senior Vice President/Finance
Ross Jones and Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
-------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and
appoint Ross Jones and Karen Stevenson, and each of them, with full power of
substitution, his/her true and lawful attorney or attorneys to execute in
his/her name, place and stead in such capacity or capacities (whether on behalf
of the Company, as a director and/or officer of the Company or otherwise), any
and all instruments which said attorney or attorneys may deem necessary or
advisable in order to enable the Company to comply with the Securities Act of
1933, as amended (the "Securities Act"), and any requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the filing of any Registration Statement to be filed with the Commission
under the Securities Act relating to shares of the Company's Common Stock issued
or issuable under the Company's Compensation Plan for Nonemployee Directors,
including, without limitation, power and authority to sign his/her name (whether
on behalf of the Company, as a director and/or officer of the Company or
otherwise) to any such Registration Statement and any and all amendments
(including post-effective amendments) to any such Registration Statement, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission, each of said attorneys and his/her substitutes
to have full power and authority to do and perform, in the name and on behalf of
the undersigned, every act whatsoever necessary or advisable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as
of this 27th day of October, 1998.
/s/ James I. Cash, Jr.
---------------------------------- Director
James I. Cash, Jr.
<PAGE>
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
-------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and
appoint Ross Jones and Karen Stevenson, and each of them, with full power of
substitution, his/her true and lawful attorney or attorneys to execute in
his/her name, place and stead in such capacity or capacities (whether on behalf
of the Company, as a director and/or officer of the Company or otherwise), any
and all instruments which said attorney or attorneys may deem necessary or
advisable in order to enable the Company to comply with the Securities Act of
1933, as amended (the "Securities Act"), and any requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the filing of any Registration Statement to be filed with the Commission
under the Securities Act relating to shares of the Company's Common Stock issued
or issuable under the Company's Compensation Plan for Nonemployee Directors,
including, without limitation, power and authority to sign his/her name (whether
on behalf of the Company, as a director and/or officer of the Company or
otherwise) to any such Registration Statement and any and all amendments
(including post-effective amendments) to any such Registration Statement, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission, each of said attorneys and his/her substitutes
to have full power and authority to do and perform, in the name and on behalf of
the undersigned, every act whatsoever necessary or advisable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as
of this 27th day of October, 1998.
/s/ Joan Ridder Challinor
------------------------------------- Director
Joan Ridder Challinor
<PAGE>
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
-------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and
appoint Ross Jones and Karen Stevenson, and each of them, with full power of
substitution, his/her true and lawful attorney or attorneys to execute in
his/her name, place and stead in such capacity or capacities (whether on behalf
of the Company, as a director and/or officer of the Company or otherwise), any
and all instruments which said attorney or attorneys may deem necessary or
advisable in order to enable the Company to comply with the Securities Act of
1933, as amended (the "Securities Act"), and any requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the filing of any Registration Statement to be filed with the Commission
under the Securities Act relating to shares of the Company's Common Stock issued
or issuable under the Company's Compensation Plan for Nonemployee Directors,
including, without limitation, power and authority to sign his/her name (whether
on behalf of the Company, as a director and/or officer of the Company or
otherwise) to any such Registration Statement and any and all amendments
(including post-effective amendments) to any such Registration Statement, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission, each of said attorneys and his/her substitutes
to have full power and authority to do and perform, in the name and on behalf of
the undersigned, every act whatsoever necessary or advisable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as
of this 27th day of October, 1998.
/s/ Kathleen Foley Feldstein
------------------------------------------ Director
Kathleen Foley Feldstein
<PAGE>
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
-------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and
appoint Ross Jones and Karen Stevenson, and each of them, with full power of
substitution, his/her true and lawful attorney or attorneys to execute in
his/her name, place and stead in such capacity or capacities (whether on behalf
of the Company, as a director and/or officer of the Company or otherwise), any
and all instruments which said attorney or attorneys may deem necessary or
advisable in order to enable the Company to comply with the Securities Act of
1933, as amended (the "Securities Act"), and any requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the filing of any Registration Statement to be filed with the Commission
under the Securities Act relating to shares of the Company's Common Stock issued
or issuable under the Company's Compensation Plan for Nonemployee Directors,
including, without limitation, power and authority to sign his/her name (whether
on behalf of the Company, as a director and/or officer of the Company or
otherwise) to any such Registration Statement and any and all amendments
(including post-effective amendments) to any such Registration Statement, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission, each of said attorneys and his/her substitutes
to have full power and authority to do and perform, in the name and on behalf of
the undersigned, every act whatsoever necessary or advisable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as
of this 27th day of October, 1998.
/s/ Thomas P. Gerrity
------------------------------------- Director
Thomas P. Gerrity
<PAGE>
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
-------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and
appoint Ross Jones and Karen Stevenson, and each of them, with full power of
substitution, his/her true and lawful attorney or attorneys to execute in
his/her name, place and stead in such capacity or capacities (whether on behalf
of the Company, as a director and/or officer of the Company or otherwise), any
and all instruments which said attorney or attorneys may deem necessary or
advisable in order to enable the Company to comply with the Securities Act of
1933, as amended (the "Securities Act"), and any requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the filing of any Registration Statement to be filed with the Commission
under the Securities Act relating to shares of the Company's Common Stock issued
or issuable under the Company's Compensation Plan for Nonemployee Directors,
including, without limitation, power and authority to sign his/her name (whether
on behalf of the Company, as a director and/or officer of the Company or
otherwise) to any such Registration Statement and any and all amendments
(including post-effective amendments) to any such Registration Statement, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission, each of said attorneys and his/her substitutes
to have full power and authority to do and perform, in the name and on behalf of
the undersigned, every act whatsoever necessary or advisable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as
of this 27th day of October, 1998.
/s/ Barbara Barnes Hauptfuhrer
----------------------------------------- Director
Barbara Barnes Hauptfuhrer
<PAGE>
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
-------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and
appoint Ross Jones and Karen Stevenson, and each of them, with full power of
substitution, his/her true and lawful attorney or attorneys to execute in
his/her name, place and stead in such capacity or capacities (whether on behalf
of the Company, as a director and/or officer of the Company or otherwise), any
and all instruments which said attorney or attorneys may deem necessary or
advisable in order to enable the Company to comply with the Securities Act of
1933, as amended (the "Securities Act"), and any requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the filing of any Registration Statement to be filed with the Commission
under the Securities Act relating to shares of the Company's Common Stock issued
or issuable under the Company's Compensation Plan for Nonemployee Directors,
including, without limitation, power and authority to sign his/her name (whether
on behalf of the Company, as a director and/or officer of the Company or
otherwise) to any such Registration Statement and any and all amendments
(including post-effective amendments) to any such Registration Statement, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission, each of said attorneys and his/her substitutes
to have full power and authority to do and perform, in the name and on behalf of
the undersigned, every act whatsoever necessary or advisable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as
of this 27th day of October, 1998.
/s/ Jesse Hill, Jr.
-------------------------------- Director
Jesse Hill, Jr.
<PAGE>
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
-------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and
appoint Ross Jones and Karen Stevenson, and each of them, with full power of
substitution, his/her true and lawful attorney or attorneys to execute in
his/her name, place and stead in such capacity or capacities (whether on behalf
of the Company, as a director and/or officer of the Company or otherwise), any
and all instruments which said attorney or attorneys may deem necessary or
advisable in order to enable the Company to comply with the Securities Act of
1933, as amended (the "Securities Act"), and any requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the filing of any Registration Statement to be filed with the Commission
under the Securities Act relating to shares of the Company's Common Stock issued
or issuable under the Company's Compensation Plan for Nonemployee Directors,
including, without limitation, power and authority to sign his/her name (whether
on behalf of the Company, as a director and/or officer of the Company or
otherwise) to any such Registration Statement and any and all amendments
(including post-effective amendments) to any such Registration Statement, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission, each of said attorneys and his/her substitutes
to have full power and authority to do and perform, in the name and on behalf of
the undersigned, every act whatsoever necessary or advisable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as
of this 27th day of October, 1998.
/s/ M. Kenneth Oshman
-------------------------------------- Director
M. Kenneth Oshman
<PAGE>
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
-------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and
appoint Ross Jones and Karen Stevenson, and each of them, with full power of
substitution, his/her true and lawful attorney or attorneys to execute in
his/her name, place and stead in such capacity or capacities (whether on behalf
of the Company, as a director and/or officer of the Company or otherwise), any
and all instruments which said attorney or attorneys may deem necessary or
advisable in order to enable the Company to comply with the Securities Act of
1933, as amended (the "Securities Act"), and any requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the filing of any Registration Statement to be filed with the Commission
under the Securities Act relating to shares of the Company's Common Stock issued
or issuable under the Company's Compensation Plan for Nonemployee Directors,
including, without limitation, power and authority to sign his/her name (whether
on behalf of the Company, as a director and/or officer of the Company or
otherwise) to any such Registration Statement and any and all amendments
(including post-effective amendments) to any such Registration Statement, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission, each of said attorneys and his/her substitutes
to have full power and authority to do and perform, in the name and on behalf of
the undersigned, every act whatsoever necessary or advisable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as
of this 27th day of October, 1998.
/s/ Thomas L. Phillips
------------------------------------- Director
Thomas L. Phillips
<PAGE>
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
-------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and
appoint Ross Jones and Karen Stevenson, and each of them, with full power of
substitution, his/her true and lawful attorney or attorneys to execute in
his/her name, place and stead in such capacity or capacities (whether on behalf
of the Company, as a director and/or officer of the Company or otherwise), any
and all instruments which said attorney or attorneys may deem necessary or
advisable in order to enable the Company to comply with the Securities Act of
1933, as amended (the "Securities Act"), and any requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the filing of any Registration Statement to be filed with the Commission
under the Securities Act relating to shares of the Company's Common Stock issued
or issuable under the Company's Compensation Plan for Nonemployee Directors,
including, without limitation, power and authority to sign his/her name (whether
on behalf of the Company, as a director and/or officer of the Company or
otherwise) to any such Registration Statement and any and all amendments
(including post-effective amendments) to any such Registration Statement, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission, each of said attorneys and his/her substitutes
to have full power and authority to do and perform, in the name and on behalf of
the undersigned, every act whatsoever necessary or advisable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as
of this 27th day of October, 1998.
/s/ Randall L. Tobias
---------------------------------- Director
Randall L. Tobias
<PAGE>
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
-------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and
appoint Ross Jones and Karen Stevenson, and each of them, with full power of
substitution, his/her true and lawful attorney or attorneys to execute in
his/her name, place and stead in such capacity or capacities (whether on behalf
of the Company, as a director and/or officer of the Company or otherwise), any
and all instruments which said attorney or attorneys may deem necessary or
advisable in order to enable the Company to comply with the Securities Act of
1933, as amended (the "Securities Act"), and any requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the filing of any Registration Statement to be filed with the Commission
under the Securities Act relating to shares of the Company's Common Stock issued
or issuable under the Company's Compensation Plan for Nonemployee Directors,
including, without limitation, power and authority to sign his/her name (whether
on behalf of the Company, as a director and/or officer of the Company or
otherwise) to any such Registration Statement and any and all amendments
(including post-effective amendments) to any such Registration Statement, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission, each of said attorneys and his/her substitutes
to have full power and authority to do and perform, in the name and on behalf of
the undersigned, every act whatsoever necessary or advisable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as
of this 27th day of October, 1998.
/s/ Gonzalo F. Valdes-Fauli
------------------------------------------ Director
Gonzalo F. Valdes-Fauli
<PAGE>
POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
COMPENSATION PLAN FOR NONEMPLOYEE DIRECTORS
-------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director and/or
officer of Knight-Ridder, Inc. (the "Company"), does hereby constitute and
appoint Ross Jones and Karen Stevenson, and each of them, with full power of
substitution, his/her true and lawful attorney or attorneys to execute in
his/her name, place and stead in such capacity or capacities (whether on behalf
of the Company, as a director and/or officer of the Company or otherwise), any
and all instruments which said attorney or attorneys may deem necessary or
advisable in order to enable the Company to comply with the Securities Act of
1933, as amended (the "Securities Act"), and any requirements of the Securities
and Exchange Commission (the "Commission") in respect thereof, in connection
with the filing of any Registration Statement to be filed with the Commission
under the Securities Act relating to shares of the Company's Common Stock issued
or issuable under the Company's Compensation Plan for Nonemployee Directors,
including, without limitation, power and authority to sign his/her name (whether
on behalf of the Company, as a director and/or officer of the Company or
otherwise) to any such Registration Statement and any and all amendments
(including post-effective amendments) to any such Registration Statement, and to
file the same, with all exhibits thereto and any other documents in connection
therewith, with the Commission, each of said attorneys and his/her substitutes
to have full power and authority to do and perform, in the name and on behalf of
the undersigned, every act whatsoever necessary or advisable to be done in the
premises, as fully and to all intents and purposes as the undersigned might or
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has signed his/her name hereto as
of this 27th day of October, 1998.
/s/ John L. Weinberg
----------------------------------- Director
John L. Weinberg
