<PAGE> 1
Filed Pursuant to Rule 424(b)(5)
Registration Number 333-37603
The information contained in this preliminary prospectus
is not complete and may be changed.
Subject to Completion. Dated March 19, 1999.
Prospectus Supplement to Prospectus dated March 19, 1999.
$300,000,000
KNIGHT-RIDDER, INC.
% Debentures due , 2029
----------------------
Knight-Ridder, Inc. will pay interest on the debentures on and
of each year. Knight Ridder will make the first interest payment on
, 1999. The debentures will be issued only in denominations of
$1,000 and integral multiples of $1,000.
Knight Ridder has the option to redeem all or a portion of the debentures
at any time at a price based on the present value on the redemption date, using
a discount rate based on a U.S. Treasury security having a remaining life to
maturity comparable to the debentures, of the then remaining scheduled payments
of principal and interest on the debentures to be redeemed, plus basis
points, plus accrued interest. The redemption price will in no event be less
than 100% of the principal amount of the debentures to be redeemed.
----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY
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.
----------------------
<TABLE>
<CAPTION>
Per Debenture Total
------------- -----
<S> <C> <C>
Initial public offering price............................... % $
Underwriting discount....................................... % $
Proceeds, before expenses, to Knight Ridder................. % $
</TABLE>
The initial public offering price set forth above does not include accrued
interest, if any. Interest on the debentures will accrue from , 1999
and must be paid by the purchaser if the debentures are delivered after
, 1999.
----------------------
The underwriters expect to deliver the debentures in book-entry form only
through the facilities of The Depository Trust Company against payment in New
York, New York, on , 1999.
GOLDMAN, SACHS & CO.
NATIONSBANC MONTGOMERY SECURITIES LLC
BARCLAYS CAPITAL
CHASE SECURITIES INC.
NORWEST INVESTMENT SERVICES, INC.
FIRST CHICAGO CAPITAL MARKETS, INC.
A BANK ONE COMPANY
----------------------
Prospectus Supplement dated March , 1999.
<PAGE> 2
FORWARD-LOOKING STATEMENTS
Certain statements made in or incorporated by reference into this
prospectus supplement and prospectus are forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements are subject to certain risks and uncertainties, which
could cause actual results and events to differ materially from those
anticipated.
Potential risks and uncertainties which could adversely affect Knight
Ridder's ability to obtain these results include, without limitation, the
following factors: (a) increased consolidation among major retailers or other
events which may adversely affect business operations of major customers and
depress the level of local and national advertising; (b) an economic downturn in
some or all of the Company's principal newspaper markets that may lead to
decreased circulation or decreased local or national advertising; (c) a decline
in general newspaper readership patterns as a result of competitive alternative
media or other factors; (d) an increase in newsprint costs over the levels
anticipated; (e) labor disputes which may cause revenue declines or increased
labor costs; (f) acquisitions of new businesses or dispositions of existing
businesses; (g) increases in interest or financing costs; and (h) rapid
technological changes and frequent new product introductions prevalent in
electronic publishing, including the evolution of the Internet.
THE COMPANY
Knight Ridder is a communications company engaged in newspaper publishing,
news and information services, electronic retrieval services and graphics and
photo services. The Company publishes 31 daily newspapers in 28 U.S. markets,
reaching 9.2 million readers daily and 13.1 million on Sunday. Knight Ridder's
newspapers are dedicated to serving their respective communities with high
quality and independent journalism. The Company has won 66 Pulitzer prizes,
including 17 in the past ten years. The Company maintains 45 associated web
sites under the name Knight Ridder Real Cities.
USE OF PROCEEDS
The net proceeds to Knight Ridder from the sale of the debentures will be
used to reduce commercial paper borrowings and for general corporate purposes,
including share repurchases. The commercial paper bears interest at rates
ranging from 4.9% to 5.3% with maturities to August 25, 1999.
S-2
<PAGE> 3
CAPITALIZATION
The following table sets forth the consolidated capitalization of Knight
Ridder at December 27, 1998 and as adjusted to give effect to the sale by Knight
Ridder of the debentures offered hereby and the application of the net proceeds
therefrom. See "Use of Proceeds."
<TABLE>
<CAPTION>
AT DECEMBER 27, 1998
-------------------------
ACTUAL AS ADJUSTED
---------- -----------
(IN THOUSANDS)
<S> <C> <C>
LONG-TERM DEBT:
Commercial paper, net of current portion.................. $ 759,182 $
8.5% Notes payable ratably on September 1, 1999, 2000 and
2001, net of current portion........................... 79,851 79,851
6.3% Senior Notes maturing December 2005.................. 99,305 99,305
6.625% Notes due November 2007............................ 97,978 97,978
9.875% Debentures due April 2009.......................... 198,299 198,299
7.15% Debentures due November 2027........................ 94,386 94,386
% Debentures due April 2029.......................... -- 300,000
---------- ----------
Total long-term debt.............................. $1,329,001 $
========== ==========
SHAREHOLDERS' EQUITY:
Series B Preferred Stock ($1 par value, 2,000,000 shares
authorized, 1,754,930 issued).......................... $ 1,755 $ 1,755
Common Stock ($.02 1/12 par value, 250,000,000 shares
authorized; 78,374,195 issued)(1)...................... 1,633 1,633
Additional capital........................................ 908,078 908,078
Retained earnings......................................... 735,132 735,132
Accumulated other comprehensive income.................... 18,738 18,738
Treasury stock, at cost; 46,667 shares.................... (2,605) (2,605)
---------- ----------
Total shareholders' equity........................ 1,662,731 1,662,731
---------- ----------
Total capitalization......................... $2,991,732 $
========== ==========
</TABLE>
- ---------------
(1) Shares outstanding excludes (i) 8,698,010 shares of Common Stock reserved
for issuance under the Company's stock option and stock purchase plans, of
which 6,669,371 shares were subject to outstanding options at December 27,
1998 and (ii) 17,549,300 shares of Common Stock issuable upon conversion of
the Series B Preferred Stock.
S-3
<PAGE> 4
SELECTED FINANCIAL INFORMATION
The following selected income statement, earnings per share and balance
sheet data have been derived from Knight Ridder's audited consolidated financial
statements included in Knight Ridder's Annual Report on Form 10-K for the fiscal
year ended December 27, 1998, which is available as described under the heading
"Incorporation of Certain Documents by Reference" in the prospectus attached to
this prospectus supplement and is qualified in its entirety by, and should be
read in conjunction with, the consolidated financial statements and footnotes,
related information, and other financial information set forth therein.
<TABLE>
<CAPTION>
YEAR ENDED
--------------------------------------------------
DECEMBER 27, DECEMBER 28, DECEMBER 29,
1998 1997 1996
-------------- -------------- --------------
(IN THOUSANDS, EXCEPT PER SHARE DATA AND RATIOS)
<S> <C> <C> <C>
INCOME STATEMENT DATA:
Operating Revenue
Advertising............................. $2,362,859 $2,202,251 $1,793,424
Circulation............................. 587,529 567,757 501,826
Other................................... 141,531 106,777 78,974
---------- ---------- ----------
Total Operating Revenue................... $3,091,919 $2,876,785 $2,374,224
========== ========== ==========
Total Operating Income.................... $ 504,618 $ 506,028 $ 333,133
========== ========== ==========
Income from Continuing Operations(1)...... $ 305,631 $ 396,504 $ 185,380
Discontinued BIS Operations(2)............ 60,226 16,511 82,493
---------- ---------- ----------
Net Income(1)............................. $ 365,857 $ 413,015 $ 267,873
========== ========== ==========
EARNINGS PER SHARE:
Basic:
Continuing Operations(1)................ $ 3.87 $ 4.48 $ 1.93
Discontinued BIS Operations(2).......... 0.77 0.19 0.86
---------- ---------- ----------
Net Income(1)........................... $ 4.64 $ 4.67 $ 2.79
========== ========== ==========
Diluted:
Continuing Operations(1)................ $ 3.11 $ 3.91 $ 1.90
Discontinued BIS Operations(2).......... 0.62 0.17 0.85
---------- ---------- ----------
Net Income(1)........................... $ 3.73 $ 4.08 $ 2.75
========== ========== ==========
BALANCE SHEET DATA (AT PERIOD END):
Working Capital (Deficit)............... $ (128,065) $ 42,459 $ 21,157
Total Assets............................ 4,257,097 4,355,142 2,860,907
Total Debt.............................. 1,527,278 1,668,830 821,335
Shareholders' Equity.................... 1,662,731 1,551,673 1,131,508
</TABLE>
- ---------------
(1) Income from Continuing Operations and Net Income include: (a) for 1998, the
gains from the sales of the balance of TKR Cable Company, the Company's
newspaper in Gary, Indiana, and final settlements from sales of business
units made in prior years; (b) for 1997, the gains from the sales of the
majority of TKR Cable Company and the Company's newspapers in Long Beach,
California, Boca Raton, Florida, Milledgeville, Georgia, and Newberry, South
Carolina, as well as the gain on the Boulder, Colorado exchange; and (c) for
1996, the gain from the sale of the Company's holdings in Netscape
Communications Corporation. Net Income also includes the gain on the sale of
Technimetrics in 1998, Knight-Ridder Information, Inc. in 1997 and
Knight-Ridder Financial, Inc. in 1996, all of which are presented as
Discontinued BIS Operations for the year indicated.
(2) All years have been restated to present the Business Information Services
(BIS) Division as discontinued operations. Results of operations of the
Company's BIS Division (discontinued in 1997) and the gain on the sale of
BIS assets are presented as "Discontinued BIS Operations."
S-4
<PAGE> 5
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges is computed by dividing earnings (as
adjusted for fixed charges and undistributed equity income from unconsolidated
subsidiaries) by fixed charges for the period. Fixed charges include the
interest on debt (before capitalized interest), the interest component of rental
expense, and the proportionate share of interest expense on guaranteed debt of
certain equity-method investees and on debt of 50%-owned companies.
<TABLE>
<CAPTION>
YEAR ENDED
------------------------------------------------------------------------
DECEMBER 27, DECEMBER 28, DECEMBER 29, DECEMBER 31, DECEMBER 25,
1998 1997 1996 1995 1994
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to
Fixed Charges....... 5.3 7.1 4.0 3.2 5.2
</TABLE>
DESCRIPTION OF THE DEBENTURES
The % Debentures due , 2029 are a series of Debt Securities
(as described in the accompanying prospectus to which this prospectus supplement
relates as "Offered Debt Securities"). The following description of the
particular terms of the debentures offered hereby supplements and, to the extent
inconsistent therewith, replaces the description of the general terms and
provisions of the Debt Securities set forth in the accompanying prospectus, to
which reference is hereby made. Capitalized terms used herein and not defined
herein shall have the meanings given to them in the accompanying prospectus or
in the indenture referred to herein.
GENERAL
The debentures will be issued under an indenture, dated as of November 4,
1997 between Knight Ridder and The Chase Manhattan Bank, as trustee, which is
more fully described in the accompanying prospectus. Knight Ridder will issue
the debentures as unsecured obligations in an aggregate principal amount of
$300,000,000. The debentures will mature on , 2029. The debentures
will be issued only in registered form in denominations of $1,000 and integral
multiples of $1,000.
The debentures will not be subject to any sinking fund.
The debentures will bear interest at the rate set forth on the cover page
of this prospectus supplement from , 1999, or the most recent
interest payment date to which interest has been paid or provided for, payable
semi-annually on and of each year, commencing
1999, to the persons in whose names the debentures are registered
at the close of business on the or preceding the
respective interest payment date.
So long as the debentures are represented by a global certificate, the
interest payable on the debentures will be paid to Cede & Co., the nominee of
The Depository Trust Company ("DTC"), as Depositary (the "Depositary"), or its
registered assigns as the registered owner of the global certificate, by wire
transfer of immediately available funds on each of the applicable interest
payment dates, not later than 2:30 p.m. Eastern Standard Time. If the debentures
are no longer represented by a global certificate, payment of interest may, at
the option of the Company, be made by check mailed to the address of the person
entitled to payment. No service charge will be made for any transfer or exchange
of debentures, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
OPTIONAL REDEMPTION
The debentures will be redeemable, in whole or in part, at the option of
Knight Ridder at any time at a redemption price equal to the greater of (i) 100%
of the principal amount of the
S-5
<PAGE> 6
debentures or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including the portion of any
such payments of interest accrued as of the redemption date) discounted to the
redemption date on a semiannual basis at the Adjusted Treasury Rate, plus, in
each case, accrued and unpaid interest thereon to the redemption date. The
redemption price is calculated assuming a 360-day year consisting of twelve
30-day months.
"Adjusted Treasury Rate", which is to be determined on the third Business
Day preceding the redemption date, means (i) the arithmetic mean of the yields
under the heading "Week Ending" published in the Statistical Release most
recently published prior to the date of determination under the caption
"Treasury Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the redemption date, of
the principal being redeemed plus (ii) %. If no maturity set forth under such
heading exactly corresponds to the maturity of such principal, yields for the
two published maturities most closely corresponding to the maturity of such
principal will be calculated pursuant to the immediately preceding sentence, and
the Adjusted Treasury Rate will be interpolated or extrapolated from such yields
on a straight-line basis, rounding in each of the relevant periods to the
nearest month.
"Statistical Release" means the statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Federal Reserve
System and which establishes yields on actively-traded United States government
securities adjusted to constant maturities, or, if such statistical release is
not published at the time of any determination under the terms of the
debentures, then such other reasonably comparable index which shall be
designated by the Company.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of the debentures to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the debentures or
portions thereof called for redemption.
BOOK-ENTRY, DELIVERY AND FORM
The debentures will be represented by Global Debt Securities that will be
deposited with, or on behalf of, DTC, as Depositary, and registered in the name
of Cede & Co., the nominee of DTC.
DTC has advised the Company as follows: DTC is a limited-purpose trust
company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds
securities that its participants ("Participants") deposit with DTC. DTC
facilitates the settlement among Participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. "Direct Participants"
include securities brokers and dealers (including the Underwriters), banks,
trust companies, clearing corporations and certain other organizations. DTC is
owned by a number of its Direct Participants and by the New York Stock Exchange,
Inc., the American Stock Exchange, Inc. and the National Association of
Securities Dealers, Inc. Access to DTC's system is also available to others,
such as banks, securities brokers and dealers and trust companies that clear
through or maintain a custodial relationship with a Direct Participant, either
directly or indirectly ("Indirect Participants"). The rules applicable to DTC
and its Participants are on file with the Securities and Exchange Commission.
S-6
<PAGE> 7
Purchase of interests in the debentures under DTC's system must be made by
or through Direct Participants, which will receive a credit for such interests
on DTC's records. The ownership interest of each actual purchaser of interests
in the debentures ("Beneficial Owner") is in turn to be recorded on the Direct
and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interest in the debentures are to be accomplished by entries made on
the books of Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership interests in
the debentures, except as described below.
To facilitate subsequent transfers, all debentures deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of debentures with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the interests in the debentures. DTC's records
reflect only the identity of the Direct Participants to whose accounts interests
in the debentures are credited, which may or may not be the Beneficial Owners.
The Participants will remain responsible for keeping account of their holdings
on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Redemption notices shall be sent to Cede & Co. If less than all the
interests in the debentures are being redeemed, DTC's practice is to determine
by lot the amount of the interest of each Direct Participant in such Note to be
redeemed.
Neither DTC nor Cede & Co. will consent or vote with respect to the
debentures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer
as soon as possible after the record date. The Omnibus Proxy assigns Cede &
Co.'s consenting or voting rights to those Direct Participants to whose accounts
interest in the debentures are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
Principal and interest payments on the debentures will be made to DTC.
DTC's practice is to credit Direct Participants' accounts on the payment date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on the payment date. Payments
by Participants to Beneficial Owners will be governed by standing instructions
and customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC, the Trustee, the Company or
its paying agent, disbursement of payments to Direct and Indirect Participants
shall be the responsibility of DTC, and disbursement of payments to the
Beneficial Owners shall be the responsibility of Direct and Indirect
Participants.
DTC may discontinue providing its services as depositary with respect to
the debentures at any time by giving reasonable notice to the Company or its
paying agent. Under such circumstances, in the event that a successor depositary
is not obtained, certificated debentures will be printed and delivered. The
Company may decide to discontinue use of the system of book-entry transfers
through DTC (or a successor depositary). In that event, certificated debentures
will be printed and delivered.
DTC's management is aware that some computer applications, systems, and the
like for processing data ("Systems") that are dependent upon calendar dates,
including dates before,
S-7
<PAGE> 8
on, or after January 1, 2000, may encounter "Year 2000 problems." DTC has
informed Participants and other members of the financial community that it has
developed and is implementing a program so that its Systems, as the same relate
to the timely payment of distributions (including principal and income payments)
to security holders, book-entry deliveries, and settlement of trades within DTC
("DTC Services"), continue to function appropriately. This program includes a
technical assessment and a remediation plan, each of which is complete.
Additionally, DTC's plan includes a testing phase, which is expected to be
completed within appropriate time frames. However, DTC's ability to perform
properly its services is also dependent upon other parties, including but not
limited to issuers and their agents, as well as third party vendors from whom
DTC licenses software and hardware, and third party vendors on whom DTC relies
for information or the provision of services, including telecommunication and
electrical utility service providers, among others.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but the
Company takes no responsibility for the accuracy thereof.
DEFEASANCE AND COVENANT DEFEASANCE
The provisions of Article Thirteen of the Indenture relating to defeasance
and covenant defeasance, which are described in the accompanying Prospectus,
shall apply to the debentures.
S-8
<PAGE> 9
UNDERWRITING
Knight Ridder and the underwriters for the offering (the "Underwriters")
named below have entered into an underwriting agreement and a pricing agreement
with respect to the debentures. Subject to certain conditions, each Underwriter
has severally agreed to purchase the principal amount of debentures indicated in
the following table.
<TABLE>
<CAPTION>
Underwriters Principal Amount of Debentures
------------ ------------------------------
<S> <C>
Goldman, Sachs & Co...................................
NationsBanc Montgomery Securities LLC.................
Barclays Capital Inc..................................
Chase Securities Inc..................................
Norwest Investment Services, Inc......................
First Chicago Capital Markets, Inc....................
------------
Total............................................ $300,000,000
============
</TABLE>
---------------
Debentures sold by the Underwriters to the public will initially be offered
at the initial public offering price set forth on the cover of this prospectus
supplement. Any debentures sold by the Underwriters to securities dealers may be
sold at a discount from the initial public offering price of up to % of the
principal amount of the debentures. Any such securities dealers may resell any
debentures purchased from the Underwriters to certain other brokers or dealers
at a discount from the initial public offering price of up to % of the
principal amount of the debentures. If all the debentures are not sold at the
initial public offering price, the Underwriters may change the offering price
and the other selling terms.
The debentures are a new issue of securities with no established trading
market. The Company has been advised by the Underwriters that the Underwriters
intend to make a market in the debentures but are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be given
as to the liquidity of the trading market for the debentures.
In connection with the offering, the Underwriters may purchase and sell the
debentures in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short
sales. Short sales involve the sale by the Underwriters of a greater number of
debentures than they are required to purchase in the offering. Stabilizing
transactions consist of certain bids or purchases made for the purpose of
preventing or retarding a decline in the market price of the debentures while
the offering is in progress.
The Underwriters also may impose a penalty bid. This occurs when a
particular Underwriter repays to the Underwriters a portion of the underwriting
discount received by it because the Underwriters have repurchased debentures
sold by or for the account of such Underwriter in stabilizing or short covering
transactions.
These activities by the Underwriters may stabilize, maintain or otherwise
affect the market price of the debentures. As a result, the price of the
debentures may be higher than the price that otherwise might exist in the open
market. If these activities are commenced, they may be discontinued by the
Underwriters at any time. These transactions may be effected in the over-
the-counter market or otherwise.
In the ordinary course of business, Goldman, Sachs & Co. and certain other
Underwriters have in the past performed, and may in the future perform,
investment banking services for the Company for which they have received, and
may in the future receive, fees or other compensation. NationsBanc Montgomery
Securities LLC, Barclays Capital Inc., Chase Securities Inc., Norwest Investment
Services, Inc. and First Chicago Capital Markets, Inc. and their respective
affiliates have engaged and may engage in the future in transactions with, and
perform
S-9
<PAGE> 10
services for, including commercial banking and investment banking transactions,
the Company and its affiliates in the ordinary course of business. The Chase
Manhattan Bank, the Trustee for the debentures, is an affiliate of Chase
Securities Inc.
The Company estimates that its share of the total expenses of the offering,
excluding underwriting discounts and commissions, will be approximately
$500,000.
The Company has agreed to indemnify the several Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
VALIDITY OF DEBENTURES
The validity of the debentures offered hereby and certain other legal
matters will be passed upon for the Company by Orrick, Herrington & Sutcliffe
LLP, San Francisco, California and as to certain matters of Florida law by
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., Miami, Florida. The
validity of the debentures offered hereby will be passed upon for the
Underwriters by Sullivan & Cromwell, Los Angeles, California. Sullivan &
Cromwell will rely as to all matters of Florida law upon the opinion of Stearns
Weaver Miller Weissler Alhadeff & Sitterson, P.A.
S-10
<PAGE> 11
$500,000,000
KNIGHT-RIDDER, INC.
Debt Securities
----------------------
Knight-Ridder, Inc. may from time to time issue up to $500,000,000
aggregate principal amount of Debt Securities. The accompanying Prospectus
Supplement will specify the terms of the securities.
Knight-Ridder, Inc. may sell these securities to or through underwriters,
and also to other purchasers or through agents. The names of the underwriters
will be set forth in the accompanying prospectus supplement.
----------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY 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.
----------------------
GOLDMAN, SACHS & CO.
----------------------
The Date of this Prospectus is March 19, 1999.
<PAGE> 12
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission. Such reports,
proxy statements and other information can be inspected and copied at the public
reference facilities maintained by the Securities and Exchange Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the Securities and Exchange Commission's Regional Offices located at 7 World
Trade Center, Suite 1300, New York, New York 10048, and Citicorp Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can also be obtained by mail from the Public Reference Section of the
Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
20549 at prescribed rates. In addition, the Securities and Exchange Commission
maintains a Web site (http://www.sec.gov) that contains reports, proxy
statements and other information regarding registrants that file electronically
with the Securities and Exchange Commission. Such reports, proxy statements and
other information can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005. The Company's common stock,
par value $.02 1/12 per share (the "Common Stock") is listed on such Exchange.
The Company has filed with the Securities and Exchange Commission a
registration statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the Securities Act
of 1933. This Prospectus does not contain all of the information set forth in
the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Securities and Exchange Commission. For
further information, reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission (File No. 1-7553) are incorporated by reference in this
Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 27, 1998.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act after the date of this Prospectus and
prior to the termination of the offering of the Debt Securities offered hereby
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the respective date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein or in the accompanying Prospectus Supplement modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the request of any such person, a copy of any or all of the
documents referred to above which have been or may be incorporated in this
Prospectus by reference, other than exhibits to such documents (unless such
exhibits are specifically incorporated by reference therein). Requests for such
copies should be directed to the Corporate Secretary of Knight-Ridder, Inc., 50
West San Fernando Street, San Jose, California 95113 (telephone (408) 938-7700).
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THE COMPANY
Knight Ridder is a communications company engaged in newspaper publishing,
news and information services, electronic retrieval services and graphics and
photo services. The Company publishes 31 daily newspapers in 28 U.S. markets,
reaching 9.2 million readers daily and 13.1 million on Sunday. Its newspapers
are dedicated to serving their respective communities with high quality and
independent journalism. The Company has won 66 Pulitzer prizes, including 17 in
the past ten years. The Company maintains 45 associated web sites under the name
Knight Ridder Real Cities.
The principal executive offices of the Company are located at 50 West San
Fernando Street, San Jose, California 95113 (telephone (408) 938-7700). Unless
the context otherwise requires, the terms "Knight Ridder" and the "Company"
refer to Knight-Ridder, Inc. and its consolidated subsidiaries.
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, the net
proceeds from the sale of Debt Securities offered hereby will be used for
general corporate purposes, including refinancing of indebtedness, working
capital increases, capital expenditures, share repurchases and possible future
acquisitions.
DESCRIPTION OF DEBT SECURITIES
The following description sets forth certain general terms and provisions
of the Debt Securities to which any Prospectus Supplement may relate. The
particular terms of the Debt Securities offered by any Prospectus Supplement
(the "Offered Debt Securities") and the extent, if any, to which such general
terms and provisions may not apply to the Offered Debt Securities will be
described in the Prospectus Supplement relating to such Offered Debt Securities.
The Debt Securities are to be issued under an indenture dated as of
November 4, 1997 between Knight Ridder and The Chase Manhattan Bank, as Trustee
(the "Trustee"). The following summaries of certain provisions of the Indenture
do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, all provisions of the Indenture, including the
definitions therein of certain terms. Wherever particular provisions or defined
terms of the Indenture are referred to, such provisions or defined terms are
incorporated herein by reference.
GENERAL
The Indenture does not limit the amount of Debt Securities which may be
issued thereunder. The Indenture provides that Debt Securities may be issued
from time to time in one or more series. The Debt Securities will be unsecured
obligations of the Company.
The Prospectus Supplement relating to the particular Offered Debt
Securities will describe the following terms of the Offered Debt Securities:
(1) the title of the Offered Debt Securities;
(2) any limit on the aggregate principal amount of the Offered Debt
Securities;
(3) the Person to whom any interest on the Offered Debt Securities will be
payable, if other than the Person in whose name such Offered Debt
Securities (or one or more Predecessor Securities) are registered on
any Regular Record Date;
(4) the date or dates on which the Offered Debt Securities will mature;
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(5) the rate or rates at which the Offered Debt Securities will bear
interest, if any, whether such rate or rates will be fixed or
variable, and the date or dates from which such interest will accrue;
(6) the dates on which such interest will be payable and the Regular
Record Dates for such Interest Payment Dates;
(7) the place or places where principal of (and premium, if any) and
interest, if any, on, the Offered Debt Securities will be payable;
(8) any mandatory or optional sinking fund or analogous provisions or
right of Holders to elect repurchase;
(9) the date, if any, after which and the price or prices at which the
Offered Debt Securities may be redeemed at the option of the Company
or repurchased at the option of the Holders;
(10) if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which the Offered Debt Securities will
be issuable;
(11) the currency or currencies, including composite currencies, or
currency units, in which payment of the principal of (or premium, if
any) or interest, if any, on, any of the Offered Debt Securities will
be payable if other than U.S. dollars;
(12) if the amount of payments of principal of (or premium, if any) or
interest, if any, on, the Offered Debt Securities may be determined
with reference to an index or pursuant to a formula, the manner in
which such amounts will be determined;
(13) if the principal of (or premium, if any) or interest, if any, on, any
of the Offered Debt Securities of the series is to be payable, at the
election of the Company or a Holder thereof, in one or more
currencies, including composite currencies, or currency units other
than that or those in which such Offered Debt Securities are stated to
be payable, the currency or currencies, including composite
currencies, or currency units in which payment of the principal of (or
premium, if any) or interest, if any, on, such Offered Debt Securities
of such series as to which such election is made will be payable, the
periods within which and the terms and conditions upon which such
election is to be made and the amount so payable (or the manner in
which such amount shall be determined);
(14) the portion of the principal amount of the Offered Debt Securities, if
other than the entire principal amount thereof, payable upon
acceleration of maturity thereof;
(15) whether all or any part of the Offered Debt Securities will be issued
in the form of a permanent Global Security or Securities, as described
under "-- Permanent Global Securities", and, if so, the depositary
for, and other terms relating to, such permanent Global Security or
Securities;
(16) any Event or Events of Default applicable with respect to the Offered
Debt Securities in addition to or different from those provided in the
Indenture;
(17) any other covenant or warranty included for the benefit of the Offered
Debt Securities in addition to (and not inconsistent with) those
included in the Indenture for the benefit of Debt Securities of all
series, or any other covenant or warranty included for the benefit of
the Offered Debt Securities in lieu of any covenant or warranty
included in the Indenture for the benefit of Debt Securities of all
series, or any combination of such covenants, warranties or
provisions;
(18) any restriction or condition on the transferability of the Offered
Debt Securities;
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(19) if not determinable prior to the date the Offered Debt Securities
mature, the amount which shall be deemed to be the principal amount of
such Offered Debt Securities as of maturity for all purposes and the
method of determining such amount;
(20) if applicable, that such Offered Debt Securities, in whole or any
specified part, are defeasible pursuant to the provisions of the
Indenture described under "--Defeasance and Covenant Defeasance;"
(21) any authenticating or paying agents, registrars, conversion agents or
any other agents with respect to the Offered Debt Securities;
(22) the terms, if any, on which the Offered Debt Securities may be
converted into or exchanged for stock or other securities of the
Company or other entities, any specific terms relating to the
adjustment thereof and the period during which such Offered Debt
Securities may be so converted or exchanged;
(23) whether the Offered Debt Securities will be subordinate to any other
series of Debt Securities, and if so, the provisions for
subordination; and
(24) any other specific terms or provisions of the Offered Debt Securities
not inconsistent with the Indenture.
Unless otherwise indicated in the applicable Prospectus Supplement, principal of
(and premium, if any) and interest, if any, on, the Offered Debt Securities will
be payable, and transfers of the Offered Debt Securities will be registrable, at
the office or agency of the Company in New York, New York, which on the date
hereof is the Corporate Trust Office of the Trustee located at 450 West 33rd
Street, New York, New York 10001; provided, that at the option of the Company
payment of interest may be made by check mailed to the address of the person
entitled thereto as it appears in the Security Register. (Sections 301, 305 and
1002)
Unless otherwise indicated in the applicable Prospectus Supplement, the
Offered Debt Securities will be issued only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. (Section 302) No
service charge will be made for any registration of transfer or exchange of
Offered Debt Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
(Section 305)
Debt Securities may be issued under the Indenture as Original Issue
Discount Securities to be offered and sold at a substantial discount below their
stated principal amount. Special Federal income tax and other considerations
applicable thereto will be described in the Prospectus Supplement relating
thereto.
If the Debt Securities are denominated, in whole or in part, in any
currency other than U.S. dollars, if the principal of (and premium, if any) and
interest, if any, on, the Debt Securities are, at the election of the Company or
a Holder thereof, to be payable in a currency or currencies, or currency units,
other than that in which such Debt Securities are to be payable, or if any index
is used to determine the amount of payments of principal of (or premium, if any)
or interest, if any, on, any series of the Debt Securities, special Federal
income tax, accounting and other considerations applicable thereto will be
described in the Prospectus Supplement relating thereto.
The Indenture does not contain any provisions that would provide protection
to Holders of the Debt Securities in the event of a change in control of Knight
Ridder or in the event of a highly leveraged transaction.
PERMANENT GLOBAL SECURITIES
The Debt Securities of a series may be issued in the form of one or more
permanent Global Securities that will be deposited with the Depositary or its
nominee. In such a case, one or more
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Global Securities will be issued in a denomination or aggregate denominations
equal to the portion of the aggregate principal amount of Outstanding Debt
Securities of the series to be represented by such Global Security or
Securities. The Prospectus Supplement relating to such series of Debt Securities
will describe the circumstances, if any, under which beneficial owners of
interests in any such permanent Global Security or Securities may exchange such
interests for Debt Securities of such series of like tenor and principal amount
in any authorized form and denomination. Unless and until it is exchanged, in
whole or in part, for Debt Securities in definitive registered form, a permanent
Global Security may not be registered for transfer or exchange except in the
circumstances described in the applicable Prospectus Supplement. (Sections 204
and 305)
The specific terms of the depositary arrangement with respect to any
portion of a series of Debt Securities to be represented by a permanent Global
Security and a description of the Depositary will be contained in the applicable
Prospectus Supplement.
RESTRICTIVE COVENANTS
Restriction upon Mortgages. The Indenture provides that the Company will
not, nor will it permit any Subsidiary (as defined below) to, issue, assume or
guarantee any debt for money borrowed (herein referred to as "Debt") if such
Debt is secured by a Mortgage upon any Principal Property (as defined below) or
on any shares of stock or indebtedness of any Restricted Subsidiary (as defined
below) (whether such Principal Property, shares of stock or indebtedness is now
owned or hereafter acquired) without in any such case effectively providing that
the Debt Securities of any series Outstanding which are entitled to the benefits
of such provision of the Indenture (together with, if the Company shall so
determine, any other indebtedness of or guaranteed by the Company or such
Restricted Subsidiary entitled thereto, subject to applicable priority of
payment) shall be secured equally and ratably with or prior to such Debt, except
that the foregoing restriction shall not apply to:
(1) Mortgages on property, shares of stock or indebtedness of or guaranteed
by any corporation existing at the time such corporation becomes a
Restricted Subsidiary;
(2) Mortgages on property existing at the time of acquisition thereof, or
Mortgages on property which secure the payment of the purchase price of
such property, or Mortgages on property which secure Debt incurred or
guaranteed for the purpose of financing the purchase price of such
property or the construction of such property (including improvements
to existing property), which Debt is incurred or guaranteed within 180
days after such acquisition or completion of such construction or
commencement of full operation of such property;
(3) Mortgages securing Debt owing by any Restricted Subsidiary to the
Company or to a Restricted Subsidiary;
(4) Mortgages on property of a corporation existing at the time such
corporation is merged into or consolidated with the Company or a
Restricted Subsidiary or at the time of a purchase, lease or other
acquisition of the properties of a corporation or other person as an
entirety or substantially as an entirety by the Company or a Restricted
Subsidiary;
(5) Mortgages on property of the Company or a Restricted Subsidiary in
favor of the United States of America or any State thereof, or any
department, agency, instrumentality or political subdivision thereof,
or in favor of any other country, or any political subdivision thereof,
to secure certain payments pursuant to any contract or statute or to
secure any indebtedness incurred or guaranteed for the purpose of
financing all or any part of the purchase price or the cost of
construction of the property subject to such Mortgages (including, but
not limited to, Mortgages incurred in connection with pollution
control, industrial revenue or similar financings);
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(6) any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any Mortgage
referred to in the foregoing clauses (1) to (5), inclusive;
(7) certain statutory liens or other similar liens arising in the ordinary
course of business of the Company or a Restricted Subsidiary, or
certain liens arising out of governmental contracts;
(8) certain pledges, deposits or liens made or arising under worker's
compensation or similar legislation, self-insurance arrangements or in
certain other circumstances;
(9) certain liens in connection with legal proceedings, including certain
liens arising out of judgments or awards;
(10) liens for certain taxes or assessments, landlord's liens, leases made,
or existing on property acquired, in the ordinary course of business
and liens and charges incidental to the conduct of the business, or
the ownership of the property and assets, of the Company or a
Restricted Subsidiary, which were not incurred in connection with the
borrowing of money and which do not, in the opinion of the Company,
materially impair the use of such property in the operation of the
business of the Company or such Restricted Subsidiary or the value of
such property for the purposes thereof; and
(11) Mortgages on any property created, assumed or otherwise brought into
existence in contemplation of the sale or other disposition of the
underlying property, whether directly or indirectly, by way of share
disposition or otherwise; provided, that the Company must have
disposed of such property within 180 days after the creation of such
Mortgages and that any Debt secured by such Mortgages shall be without
recourse to the Company or any Subsidiary.
Notwithstanding the above, the Company and one or more Subsidiaries may, without
securing the Debt Securities, issue, assume or guarantee secured Debt which
would otherwise be subject to the foregoing restrictions; provided, that after
giving effect thereto the aggregate amount of such Debt then outstanding (not
including secured Debt permitted under the foregoing exceptions) at such time
does not exceed 15% of the shareholders' equity of the Company and its
Subsidiaries as of the end of the latest fiscal year. (Section 1007)
Restriction upon Sale and Leaseback Transactions. Sale and leaseback
transactions (except such transactions involving leases for less than three
years, leases between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries or leases of a Principal Property entered into within
120 days after the latest of the acquisition, completion of construction or
commencement of full operation of such Principal Property) by the Company or any
Restricted Subsidiary of any Principal Property shall be prohibited unless: (1)
the Company or such Restricted Subsidiary would be entitled to issue, assume or
guarantee Debt secured by the property involved at least equal in amount to the
Attributable Debt (as defined below) in respect of such transaction without
equally and ratably securing the Debt Securities of any series Outstanding which
are entitled to the benefits of such provision of the Indenture; provided, that
such Attributable Debt shall thereupon be deemed to be Debt subject to the
provisions of the preceding paragraph, or (2) an amount in cash equal to such
Attributable Debt is applied to the retirement of funded Debt of the Company or
a Restricted Subsidiary which Debt is not subordinated to the Debt Securities of
any series Outstanding. (Section 1008)
Certain Definitions. "Subsidiary" means any corporation of which more than
50% of the outstanding voting stock is owned by the Company or by the Company
and one or more other Subsidiaries or by one or more other Subsidiaries.
"Principal Property" means all land, buildings, machinery and equipment, and
leasehold interests and improvements in respect of the foregoing, which would be
reflected on a consolidated balance sheet of the Company and its Subsidiaries
prepared in accordance with United States generally accepted accounting
principles, excluding all
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such tangible property located outside the United States of America and
excluding any such property which, in the opinion of the Board of Directors set
forth in a Board Resolution, is not material to the Company and its Subsidiaries
consolidated. "Restricted Subsidiary" means any Subsidiary other than: (1) a
Subsidiary substantially all of the physical properties of which are located, or
substantially all the operations of which are conducted, outside the United
States of America, or (2) a Subsidiary which does not own or hold any Principal
Property. "Attributable Debt" means the present value (discounted at an
appropriate interest rate) of the obligation of a lessee for net rental payments
during the remaining term of any lease. (Section 101)
DEFEASANCE AND COVENANT DEFEASANCE
The Indenture provides that, unless the provisions of Article Thirteen are
made inapplicable to the Debt Securities of any series pursuant to Section 301
of the Indenture, the Company may elect either: (1) to defease and be discharged
from any and all obligations with respect to such Debt Securities (except for
the obligations to register the transfer or exchange of such Debt Securities, to
replace temporary or mutilated, destroyed, lost or stolen Debt Securities, to
maintain an office or agency in respect of the Debt Securities and to hold
moneys for payment in trust) ("defeasance") or (2) to be released from its
obligations with respect to such Debt Securities under Sections 1007 and 1008 of
the Indenture (being the obligations described under "Restriction upon
Mortgages" and "Restriction upon Sale and Leaseback Transactions," respectively)
and any other covenants applicable to such Debt Securities which are subject to
covenant defeasance and any omission to comply with such obligations shall not
constitute an Event of Default with respect to Debt Securities of such series
("covenant defeasance"), upon the irrevocable deposit with the Trustee (or other
qualifying trustee), in trust for such purpose, of money and/or U.S. Government
Obligations which through the payment of principal and interest in accordance
with their terms will provide money in an amount sufficient to pay at maturity
(or upon redemption, as the case may be) the principal of (and premium, if any)
and interest, if any, on, such Debt Securities, and any mandatory sinking fund
or analogous payments thereon, on the scheduled due dates therefor. Such a trust
may only be established if, among other things, the Company has delivered to the
Trustee an Opinion of Counsel (as specified in the Indenture) to the effect that
the Holders of such Debt Securities will not recognize income gain or loss for
Federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to Federal income tax on the same amounts, in the
same manner and at the same times as would have been the case if such defeasance
or covenant defeasance had not occurred. Such opinion, in the case of defeasance
under clause (1) above, must refer to and be based upon a ruling of the Internal
Revenue Service issued to the Company or published as a revenue ruling or on a
change in applicable Federal income tax law occurring after the date of the
Indenture. (Article Thirteen)
In the event Knight Ridder effects covenant defeasance with respect to Debt
Securities of any series and the Debt Securities of such series are declared due
and payable because of the occurrence of any Event of Default other than the
Event of Default described in clause (4) under "-- Events of Default" with
respect to Sections 1007 and 1008 of the Indenture and any other covenants
applicable to such Debt Securities which are subject to covenant defeasance, the
amount of money and/or U.S. Government Obligations on deposit with the Trustee
will be sufficient to pay amounts due on the Debt Securities of such series at
the time of their Stated Maturity but may not be sufficient to pay amounts due
on the Debt Securities of such series at the time of the acceleration resulting
from such Event of Default. However, the Company shall remain liable for such
payments.
The applicable Prospectus Supplement may further describe the provisions,
if any, permitting such defeasance or covenant defeasance with respect to the
Debt Securities of a particular series.
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EVENTS OF DEFAULT
The following are Events of Default under the Indenture with respect to
Debt Securities of any series:
(1) failure to pay any interest on any Debt Security of that series when
due, continued for 30 days;
(2) failure to pay principal of or premium, if any, on, any Debt Security
of that series when due;
(3) failure to deposit any sinking fund payment, when due, in respect of
any Debt Security of that series;
(4) failure to perform, or breach of, any other covenant of the Company in
the Indenture (other than a covenant included in the Indenture solely
for the benefit of series of Debt Securities other than that series),
continued for 90 days after written notice as provided in the
Indenture;
(5) certain events of bankruptcy, insolvency or reorganization; and
(6) any other Event of Default provided with respect to Debt Securities of
that series. (Section 501)
If an Event of Default (other than an Event of Default specified in clause
(5) or (6) above) with respect to Debt Securities of any series at the time
Outstanding occurs and is continuing, either the Trustee or the Holders of at
least 50% in principal amount of the Outstanding Debt Securities of that series
may declare the principal amount (or, if the Debt Securities of that series are
Original Issue Discount Securities, such portion of the principal amount as may
be specified in the terms of that series) of all the Debt Securities of that
series to be due and payable immediately. If an Event of Default specified in
clause (5) or (6) above with respect to Debt Securities of any series at the
time Outstanding occurs, the principal amount (or, if the Debt Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of that series) of all the
Debt Securities of that series shall automatically, and without declaration or
other action on the part of the Trustee or any Holder, become immediately due
and payable. At any time after a declaration of acceleration with respect to
Debt Securities of any series has been made, but before a judgment or decree
based on acceleration has been obtained, the Holders of a majority in principal
amount of the Outstanding Debt Securities of that series may, under certain
circumstances, rescind and annul such acceleration. (Section 502)
The Indenture provides that the Trustee will be under no obligation,
subject to the duty of the Trustee during default to act with the required
standard of care, to exercise any of the rights or powers vested in it under the
Indenture at the request or direction of any of the Holders, unless such Holders
shall have offered to the Trustee reasonable indemnity. (Section 603) Subject to
such provisions for indemnification of the Trustee, the Holders of a majority in
principal amount of the Outstanding Debt Securities of any series will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee, with respect to the Debt Securities of that series; provided, that
such direction shall not be in conflict with any rule of law or the Indenture.
(Section 512)
No holder of Debt Securities of any series will have any right to institute
any proceeding with respect to the Indenture or for any remedy thereunder,
unless that holder shall have previously given to the Trustee written notice of
a continuing Event of Default and unless the holders of at least 33 1/3% in
principal amount of the Outstanding Debt Securities of that series shall have
made written request, and offered reasonable indemnity, to the Trustee to
institute such proceeding as trustee, and the Trustee shall not have received
from the holders of a majority in aggregate
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principal amount of the Outstanding Debt Securities of that series a direction
inconsistent with such request and shall have failed to institute such
proceeding within 60 days (Section 507). However, these limitations do not apply
to a suit instituted by a holder of Debt Securities for enforcement of payment
of the principal of and premium, if any, or interest on such Debt Securities on
or after the respective due dates expressed in such Debt Securities. (Section
508).
Knight Ridder will be required to furnish to the Trustee annually a
statement as to the performance by the Company of certain of its obligations
under the Indenture and as to any default in such performance. (Section 1009)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by Knight Ridder
and the Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Debt Securities of each series
affected by such modification or amendment; provided, however, that no such
modification or amendment may, without the consent of the Holder of each
Outstanding Debt Security affected thereby:
(1) change the Stated Maturity of the principal of, or any installment of
principal of, or interest, if any, on, any Debt Security;
(2) reduce the principal amount of, or the premium (if any) or interest, if
any, on, any Debt Security;
(3) reduce the amount of principal of an Original Issue Discount Security
payable upon acceleration of the Maturity thereof;
(4) change the place or currency of payment of principal of (or premium, if
any) or interest, if any, on, any Debt Security;
(5) impair the right to institute suit for the enforcement of any payment
on or with respect to any Debt Security; or
(6) reduce the percentage in principal amount of Outstanding Debt
Securities of any series, the consent of whose Holders is required for
modification or amendment of the Indenture or for waiver of compliance
with certain provisions of the Indenture or for waiver of certain
defaults. (Section 902)
The Holders of at least a majority in aggregate principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
Debt Securities of that series waive, insofar as that series is concerned,
compliance by the Company with any term, provision or condition set forth in
certain covenants provided for the benefit of such Holders. (Section 1010) The
Holders of not less than a majority in aggregate principal amount of the
Outstanding Debt Securities of any series may on behalf of the Holders of all
Debt Securities of that series waive any past default under the Indenture with
respect to that series, except a default in the payment of the principal of (or
premium, if any) or interest, if any, on, any Debt Security of that series or in
respect of a provision which under the Indenture cannot be modified or amended
without the consent of the Holder of each Outstanding Debt Security of that
series affected. (Section 513)
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Knight Ridder, without the consent of any Holders of Outstanding Debt
Securities, may consolidate with or merge into, or transfer or lease its assets
substantially as an entirety to, any corporation or may acquire or lease the
assets of any person; provided, that the corporation formed by such
consolidation or into which the Company is merged or which acquires or leases
the assets of the Company substantially as an entirety is organized under the
laws of any United States jurisdiction and expressly assumes the Company's
obligations with respect to the Debt Securities and under the Indenture, that
after giving effect to the transaction no Event of Default,
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and no event which, after notice or lapse of time or both, would become an Event
of Default, shall have happened and be continuing, and that certain other
conditions are met. (Section 801)
CONCERNING THE TRUSTEE
Knight Ridder maintains deposit accounts and banking and borrowing
relations with the Trustee, including the Company's revolving credit agreements,
under which the Trustee is a lending bank. As of December 27, 1998, the Company
had no outstanding borrowings under such revolving credit agreements. The
Trustee is the issuing and paying agent for the Company's commercial paper
borrowings and serves as registrar and transfer agent for the Company's Common
Stock.
The Trustee is also trustee of the 6.3% Senior Notes due 2005, the 8.5%
Amortizing Notes due 2001 and the 9.875% Debentures due 2009 issued pursuant to
an Indenture, dated as of February 15, 1986, as supplemented by the First
Supplemental Indenture, dated as of April 15, 1989, each between the Company and
the Trustee (as successor to Manufacturers Hanover Trust Company) and the 6.625%
Notes due 2007 and the 7.15% Debentures due 2027 issued pursuant to an Indenture
dated as of November 4, 1997 between the Company and the Trustee (collectively,
the "Other Indenture Securities"). Pursuant to the Trust Indenture Act of 1939,
as amended, should a default occur with respect to either the Debt Securities or
the Other Indenture Securities, the Trustee would be required to resign as
Trustee with respect to the Debt Securities or the Other Indenture Securities
within 90 days of such default unless such default were cured, duly waived or
otherwise eliminated.
PLAN OF DISTRIBUTION
Knight Ridder may sell Debt Securities to or through underwriters and also
may sell Debt Securities directly to other purchasers or through agents. Such
underwriters may include one or more of Goldman, Sachs & Co. ("Goldman Sachs"),
or a group of underwriters represented by firms including Goldman Sachs. Goldman
Sachs may also act as agent.
The distribution of the Debt Securities may be effected from time to time
in one or more transactions at a fixed price or prices, which may be changed, or
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Knight Ridder also may, from
time to time, authorize dealers, acting as the Company's agents, to solicit
offers to purchase the Offered Debt Securities upon the terms and conditions set
forth in any Prospectus Supplement.
In connection with the sale of Debt Securities, underwriters may receive
compensation from Knight Ridder or from purchasers of Debt Securities for whom
they may act as agents, in the form of discounts, concessions or commissions.
Underwriters may sell Debt Securities to or through dealers, and such dealers
may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for whom they may
act as agents. Underwriters, dealers and agents that participate in the
distribution of Debt Securities may be deemed to be underwriters, and any
discounts or commissions received by them from the Company and any profit on the
resale of Debt Securities by them may be deemed to be underwriting discounts and
commissions under the Act. Any such underwriter or agent will be identified, and
any such compensation received from the Company will be described, in a
Prospectus Supplement relating to the Offered Debt Securities.
Under agreements which may be entered into by Knight Ridder, underwriters,
dealers and agents which participate in the distribution of Debt Securities may
be entitled to indemnification by the Company against certain liabilities,
including liabilities under the Act.
The Debt Securities are a new issue of securities with no established
trading market. In the event that Debt Securities of a series offered hereunder
are not listed on a national securities
11
<PAGE> 22
exchange, certain broker-dealers may make a market in the Debt Securities, but
will not be obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given that any broker-dealer will make a
market in the Debt Securities of any series or as to the liquidity of the
trading market for the Debt Securities.
Goldman Sachs performs various investment banking services for Knight
Ridder and Knight Ridder sells its commercial paper to or through Goldman Sachs.
John L. Weinberg, Senior Chairman and former Senior Partner of Goldman Sachs, is
a director of Knight Ridder and serves as Chairman of the Compensation Committee
of the Company's Board of Directors. Certain of the other underwriters and their
associates may be customers of, engage in transactions with and perform services
for the Company in the ordinary course of business.
VALIDITY OF DEBT SECURITIES
Unless otherwise indicated in the Prospectus Supplement relating to Offered
Debt Securities, the validity of the Offered Debt Securities will be passed upon
for Knight Ridder by Orrick, Herrington & Sutcliffe LLP, San Francisco,
California and as to certain matters of Florida law by Stearns Weaver Miller
Weissler Alhadeff & Sitterson, P.A., Miami, Florida. The validity of the Offered
Debt Securities will be passed upon for the Underwriters by Sullivan & Cromwell,
Los Angeles, California. Sullivan & Cromwell will rely as to all matters of
Florida law upon the opinion of Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.
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) have been audited by Ernst & Young LLP, independent
auditors, 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.
12
<PAGE> 23
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No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the debentures offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The information
contained in this prospectus is current only as of its date.
------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Supplement
Forward-Looking Statements.............. S-2
The Company............................. S-2
Use of Proceeds......................... S-2
Capitalization.......................... S-3
Selected Financial Information.......... S-4
Ratio of Earnings to Fixed Charges...... S-5
Description of the Debentures........... S-5
Underwriting............................ S-9
Validity of Debentures.................. S-10
Prospectus
Available Information................... 2
Incorporation of Certain Documents By
Reference............................. 2
The Company............................. 3
Use of Proceeds......................... 3
Description of Debt Securities.......... 3
Plan of Distribution.................... 11
Validity of Debt Securities............. 12
Experts................................. 12
</TABLE>
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$300,000,000
KNIGHT-RIDDER, INC.
% Debentures
due , 2029
-------------------------
PROSPECTUS SUPPLEMENT
-------------------------
GOLDMAN, SACHS & CO.
NATIONSBANC MONTGOMERY SECURITIES LLC
BARCLAYS CAPITAL
CHASE SECURITIES INC.
NORWEST INVESTMENT
SERVICES, INC.
FIRST CHICAGO
CAPITAL MARKETS, INC.
A BANK ONE COMPANY
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