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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 6, 2000
REGISTRATION NO. 333-79025
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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KNIGHT-RIDDER, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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FLORIDA 38-0723657
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
50 WEST SAN FERNANDO STREET
SAN JOSE, CALIFORNIA 95113
(408) 938-7700
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
----------------------
KAREN STEVENSON, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
KNIGHT-RIDDER, INC.
50 WEST SAN FERNANDO STREET
SAN JOSE, CALIFORNIA 95113
(408) 938-7700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
MARIE B. RIEHLE, ESQ. JOHN SAVVA, ESQ.
BARBARA M. LANGE, ESQ. SULLIVAN & CROMWELL
ORRICK, HERRINGTON & SUTCLIFFE LLP 1888 CENTURY PARK EAST
400 SANSOME STREET LOS ANGELES, CALIFORNIA 90067-172
SAN FRANCISCO, CALIFORNIA 94111-3143
(415) 392-1122
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ___________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE PER OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) SHARE (2) PRICE(1)(2) FEE
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities $500,000,000 100% $500,000,000 $139,000(3)
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) Or, (i) if any debt securities are issued at an original issue discount,
such greater principal amount as shall result in an aggregate initial
offering price equal to $500,000,000 United States dollars or (ii) if
any debt securities are issued with a principal amount denominated in a
foreign currency or composite currency, such principal amount as shall
result in an aggregate initial offering price equivalent to $500,000,000
United States dollars at the time of initial offering.
(2) Exclusive of accrued interest, if any. These figures are estimates made
solely for the purpose of calculating the registration fee.
(3) Paid with initial filing.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
$500,000,000
KNIGHT-RIDDER, INC.
DEBT SECURITIES
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Knight-Ridder, Inc. may from time to time issue up to $500,000,000
aggregate principal amount of debt securities. The debt securities may consist
of debentures, notes or other types of debt. The accompanying Prospectus
Supplement will specify the terms of the securities.
Knight Ridder may sell these securities to or through underwriters, and
also to other purchasers or through agents. Goldman, Sachs & Co. may be one of
the underwriters. The names of the underwriters will be set forth in the
accompanying Prospectus Supplement.
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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.
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GOLDMAN, SACHS & CO.
-------------
Prospectus dated April , 2000.
<PAGE> 3
We have not authorized any dealer, salesman or other person to give any
information or to make any representation other than those contained or
incorporated by reference in this prospectus and the accompanying supplement to
this prospectus. You must not rely upon any information or representation not
contained or incorporated by reference in this prospectus or the accompanying
prospectus supplement as if we had authorized it. This prospectus and the
accompanying supplement to this prospectus do not constitute an offer to sell or
the solicitation of an offer to buy any securities other than the registered
securities to which they relate, nor do this prospectus and the accompanying
supplement to this prospectus constitute an offer to sell or the solicitation of
an offer to buy securities in any jurisdiction to any person to whom it is
unlawful to make an offer or solicitation in that jurisdiction. The information
contained in this prospectus and the supplement to this prospectus is accurate
as of the date on their covers. When we deliver this prospectus or a supplement
or make a sale pursuant to this prospectus, we are not implying that the
information is current as of the date of the delivery or sale. This prospectus
may not be used to consummate sales of debt securities unless accompanied by a
prospectus supplement.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Where You Can Find More Information......................................................3
Disclosure Regarding Forward-Looking Statements..........................................4
Knight-Ridder, Inc.......................................................................4
Use Of Proceeds..........................................................................4
Ratio Of Earnings To Fixed Charges.......................................................5
Description Of Debt Securities...........................................................5
Plan Of Distribution....................................................................17
Validity Of The Debt Securities.........................................................18
Experts ................................................................................18
</TABLE>
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. The Securities
and Exchange Commission is referred to in this prospectus and the accompanying
prospectus supplement as the "Commission". You may read and copy any document we
file at the Commission's public reference rooms in Washington, D.C., New York,
New York and Chicago, Illinois. Please call the Commission at 1-800-SEC-0330 for
further information on the public reference rooms. Our Commission filings (file
number 1-7553) are also available to the public at the Commission's web site at
http://www.sec.gov. You may also read any copy of these documents 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 is listed on the exchange.
The Commission allows us to "incorporate by reference" the information
we file with them, which means that we 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 and later information that we file
with the Commission will automatically update or supersede this information. We
incorporate by reference our Annual Report on Form 10-K for the fiscal year
ended December 26, 1999 and any future filings made with the Commission under
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as
amended, until that time when all of the securities covered by this prospectus
have been sold.
You may request a copy of these filings, at no cost, by writing or telephoning
us as follows:
Knight-Ridder, Inc.
50 West San Fernando Street
San Jose, CA 95113
Attn: Corporate Secretary
Phone: (408) 938-7700
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DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made in or incorporated by reference into this
prospectus, including the documents we incorporate by reference, are
forward-looking statements. 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 our
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 our 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.
KNIGHT-RIDDER, INC.
We are a communications company engaged in newspaper publishing and news
and information services. We publish 31 daily newspapers in 28 U.S. markets,
reaching 8.7 million readers daily and 12.9 million on Sunday. Our newspapers
are dedicated to serving their respective communities with high quality and
independent journalism. We have won 67 Pulitzer prizes, including 14 in the past
ten years. Our internet operation, KnightRidder.com, creates and maintains a
variety of online services, including RealCities.com, a national network of
regional hubs in 31 U.S. markets.
Our principal executive offices are located at 50 West San Fernando
Street, San Jose, California 95113 (telephone (408) 938-7700).
USE OF PROCEEDS
Unless otherwise indicated in an accompanying Prospectus Supplement, the
net proceeds from the sale of debt securities will be used for general corporate
purposes, including refinancing of indebtedness, working capital increases,
capital expenditures, share repurchases and possible future acquisitions.
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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges
for the periods indicated:
<TABLE>
<CAPTION>
FISCAL YEAR ENDED
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DEC. 31, DEC. 29, DEC. 28, DEC. 27, DEC. 26,
1995 1996 1997 1998 1999
- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
3.2:1 4.0:1 7.1:1 5.3:1 6.2:1
</TABLE>
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.
DESCRIPTION OF DEBT SECURITIES
We may issue as many distinct series of debt securities under the
Indenture as we wish. This section summarizes the financial and legal terms of
the debt securities that are common to all series. Most of the financial terms
and other specific terms of the series in which you may invest are described in
the Prospectus Supplement attached to the front of this Prospectus. Those terms
may vary from the terms described here. The Prospectus Supplement may also
describe special Federal income tax consequences of the debt securities.
As required by Federal law for all bonds and notes of companies that are
publicly offered, the debt securities are governed by a document called the
"Indenture". The Indenture is a contract between us and The Chase Manhattan
Bank, which acts as Trustee. The Trustee has two main roles. First, the Trustee
can enforce your rights against us if we default. There are some limitations on
the extent to which it acts on your behalf, described on page 13 under "Remedies
If an Event of Default Occurs".
Second, the Trustee performs administrative duties for us, such as
arranging to send you interest payments, transferring your debt securities to a
new buyer if you sell and sending you notices.
The Indenture and its associated documents contain the full legal text
of the matters described in this section. The Indenture and the debt securities
are governed by New York law. A copy of the Indenture has been filed with the
Commission as part of our Registration Statement. See "Where You Can Find More
Information" on page 3 for information on how to obtain a copy.
Because this section is a summary, it does not describe every aspect of
the debt securities. This summary is subject to and qualified in its entirety by
reference to all the provisions of the
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Indenture, including definitions of certain terms used in the Indenture. For
example, in this section we use capitalized words to signify defined terms that
have been given special meaning in the Indenture. We describe the meaning for
only the more important terms. We also include references in parentheses to
certain sections of the Indenture. Wherever we refer to particular sections or
defined terms of the Indenture in this Prospectus or in the Prospectus
Supplement, those sections or defined terms are incorporated by reference here
or in the Prospectus Supplement. This summary also is subject to and qualified
by reference to the description of the particular terms of your series described
in the Prospectus Supplement.
GENERAL
As noted above, we may issue debt securities in distinct series at
various times. The Indenture does not place any limit on the maximum amount of
debt securities we may issue, although we may specify a maximum aggregate
principal amount for any particular series of debt securities. (Section 301)
The debt securities are not secured by any of our property or assets.
Accordingly, your ownership of debt securities means you are one of our
unsecured creditors. The debt securities are not subordinated to any of our
other debt obligations and therefore they rank equally with all our other
unsecured and unsubordinated indebtedness.
INFORMATION THAT WILL BE SPECIFIED IN THE PROSPECTUS SUPPLEMENT
The Prospectus Supplement specifies the following terms of the
particular debt securities we are offering you:
o Price of the debt securities;
o Title of the debt securities;
o Any limit on the maximum aggregate principal amount of the debt
securities;
o Stated Maturity date on which we must repay principal;
o Interest rate which the debt securities will bear, date from
which interest will accrue, the dates on which we must pay
interest and record dates for interest;
o Place where principal and interest will be paid or other means
for us to pay you principal and interest;
o Whether and how the debt securities may be redeemed before
maturity, whether by us at our option or by you at your option,
including the price at which the debt securities may be so
redeemed;
o Whether we must periodically set aside monies in a "sinking
fund" to redeem part of the debt securities from time to time,
and if so, the terms for that arrangement;
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o The denominations in which the debt securities will be issued,
if other than $1,000 and integral multiples of $1,000;
o Whether any amount payable on the debt securities will be
determined by reference to an index or by a formula, and how
those amounts will be determined;
o Any foreign currency in which we may pay the debt securities;
the manner in which the principal amount would be translated
into U.S. dollars if necessary, such as to determine the
principal amount outstanding when voting with other series of
debt securities;
o Any alternate currency in which we may pay the debt securities
(whether at our option or yours), and the periods and terms for
payment;
o How much of the principal amount of the debt securities will be
payable upon declaration of acceleration of their Maturity, if
more or less than the entire principal amount;
o If the actual principal amount payable at the Stated Maturity of
any debt securities will not be known at all times prior to the
Stated Maturity, the amount to be the principal amount (or the
manner of calculating it), including the principal amount that
will be due and payable upon any Maturity earlier than the
Stated Maturity or that will be treated as outstanding;
o Whether some or all of the debt securities are defeasible as
described under "Defeasance and Covenant Defeasance - Defeasance
and Discharge" on page 16 or "Defeasance and Covenant Defeasance
- Covenant Defeasance" on page 16;
o Whether any debt securities will be in the form of a Global
Security, the wording of any legal legend to be placed on any
Global Security in addition to or instead of the legend referred
to under "Global Securities" on page 8 and, if different from
those described in that subsection, any circumstances under
which a Global Security may be exchanged for debt securities
registered in the names of Persons other than the Depositary for
the Global Security or its nominee;
o Any addition to or change in the Events of Default described on
page 13 for the debt securities and any change in the right of
the Trustee or the Holders to declare the principal amount of
any of the debt securities due and payable prior to their Stated
Maturity;
o Any addition to or change in the covenants in the Indenture
described under "Restrictive Covenants" on page 10 applicable to
any of the debt securities;
o Whether the debt securities may be converted to or exchanged for
stock or other securities of ours or another entity, the terms
of conversion or exchange and any adjustments thereto, and the
period during which the debt securities may be converted or
exchanged; and
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o Any other terms of the debt securities.
If applicable, the Prospectus Supplement also describes any special
United States Federal income tax or other considerations relating to the debt
securities, such as when debt securities are sold at original issue discount or
denominated in a foreign currency.
FORM, EXCHANGE AND TRANSFER
Except as provided in the Prospectus Supplement, the debt securities
will be issued:
o only in fully registered form;
o without interest coupons; and
o in denominations of $1,000 and greater multiples or as described
in the Prospectus Supplement. (Section 302)
You may exchange your debt securities for other debt securities of the
same series and terms with different authorized denominations and aggregate
principal amount. (Section 305)
You may arrange to exchange or transfer your debt securities at the
office of the Trustee, which will act as the Security Registrar and transfer
agent. (Section 305) You will not be required to pay a service charge to
transfer or exchange debt securities, but you may be required to pay for any tax
or other governmental charge associated with the exchange or transfer. The
transfer or exchange will be made after the Security Registrar is satisfied with
your evidence of title.
If we have designated additional transfer agents, they are named in the
Prospectus Supplement. We may cancel the designation of any particular transfer
agent. We may approve a change in the office through which the transfer agent
acts, but we must have a transfer agent in each Place of Payment for the debt
securities. (Section 1002)
If we redeem less than all of the debt securities of a particular
series, we are not required to (1) register the transfer of or exchange any debt
security during the period beginning 15 days before the day we mail the notice
of redemption and ending on the day of the mailing or (2) register the transfer
of or exchange any debt security selected for redemption (except the unredeemed
portion of any debt security being redeemed in part). (Section 305)
GLOBAL SECURITIES
The Prospectus Supplement indicates whether any of the debt securities
we are offering you may be represented by a Global Security. The aggregate
principal amount of the Global Security equals the sum of the principal amounts
of all the debt securities it represents. The Global Security will be registered
in the name of a Depositary, which is identified in the Prospectus Supplement,
or its nominee and will be deposited with the Depositary or nominee or a
custodian.
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There will be a legend on the Global Security that describes the
restrictions on exchanges and transfers explained in the next paragraph.
LIMITATION ON YOUR ABILITY TO OBTAIN SECURITIES REGISTERED IN YOUR NAME
The Global Security will not be registered in the name of any person, or
exchanged for debt securities that are registered in the name of any person,
other than the Depositary unless:
o the Depositary notifies us that it is unwilling, unable or no
longer qualified to continue acting as Depositary;
o an Event of Default with respect to the debt securities
represented by the Global Security has occurred and is
continuing; or
o any other circumstances described in the Prospectus Supplement
exist.
In those circumstances, the Depositary will determine in whose names any
securities issued in exchange for the Global Security shall be registered.
(Sections 204 and 305)
The Depositary or its nominee will be considered the sole owner and
Holder of the Global Security for all purposes, and as a result:
o You cannot get debt securities registered in your name if they
are represented by the Global Security;
o You cannot receive certificated (physical) debt securities in
exchange for your beneficial interest in the Global Security;
o You will not be considered to be the owner or Holder of the
Global Security or any debt securities it represents for any
purpose; and
o All payments on the Global Security will be made to the
Depositary or its nominee.
Note that the laws of some jurisdictions require that certain kinds of
purchasers (for example, certain insurance companies) can only own securities in
definitive (certificated) form. These laws may limit your ability to transfer
your beneficial interests in the Global Security to these types of purchasers.
BENEFICIAL INTERESTS IN GLOBAL SECURITIES
Only institutions (such as a securities broker or dealer) that have
accounts with the Depositary or its nominee (and are called "participants") and
persons that may hold beneficial interests through participants can own a
beneficial interest in the Global Security. The only place where the ownership
of beneficial interests in the Global Security will appear and the only way the
transfer of those interests can be made will be on the records kept by the
Depositary (the interests of the participants) and on the records kept by those
participants (the interests of Persons holding their interests through
participants).
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The policies and procedures of the Depositary, which may change
periodically, will apply to payments, transfers, exchanges and other matters
relating to beneficial interests in the Global Security. We and the Trustee have
no responsibility or liability for any aspect of the Depositary's or any
participants' records relating to beneficial interests in the Global Security,
including for payments made on the Global Security, and we and the Trustee are
not responsible for maintaining, supervising or reviewing any of those records.
PAYMENT AND PAYING AGENTS
We will pay interest on a debt security that is due on an Interest
Payment Date to the Person in whose name the debt security is registered at the
close of business on the Regular Record Date for that interest. (Section 307)
We will pay amounts due on the debt securities at the office of the
Paying Agent or Paying Agents that we designate for that purpose from time to
time. We have designated the corporate trust office of the Trustee in The City
of New York as a Paying Agent for payments with respect to the debt securities.
If we have designated additional initial Paying Agents, they are named in the
Prospectus Supplement. We may cancel the designation of any particular Paying
Agent or approve a change in the office through which any Paying Agent acts, but
we must have a Paying Agent in each Place of Payment for the debt securities.
(Section 1002)
All money paid by us to a Paying Agent for the payment of amounts due on
the debt securities which remain unclaimed at the end of two years will be
repaid to us, and after that time the Holder may look only to us and not to the
Trustee or the Paying Agent or any other person for payment. (Section 1003)
RESTRICTIVE COVENANTS
RESTRICTIONS ON MORTGAGES
Some of our property may be subject to a mortgage or other legal
mechanism that gives our lenders preferential rights in that property over other
lenders (including you and the other direct Holders of the debt securities) or
over our general creditors if we fail to pay them back. These preferential
rights are called "Mortgages". We promise that we will not become obligated on
any new debt that is secured by a Mortgage on any of our Principal Properties,
or on any shares of stock or debt of any of our Restricted Subsidiaries, unless
we grant an equivalent or higher-ranking Mortgage on the same property to you
and the other direct Holders of the debt securities.
We do not need to comply with this restriction if the amount of all debt
that would be secured by Mortgages on Principal Properties (but not including
secured debt described in the next paragraph) is less than 15% of our
shareholders' equity as of the end of the latest fiscal year.
This Restriction on Mortgages does not apply to debt secured by certain
types of Mortgages, and we can disregard this debt when we calculate the limits
imposed by this restriction. These types of Mortgages are:
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o Mortgages on the property of any of our Restricted Subsidiaries,
or on their shares of stock or debt, if those Mortgages existed
at the time that corporation became a Restricted Subsidiary;
o Mortgages in favor of us or our Restricted Subsidiaries;
o Certain mortgages in favor of governmental entities;
o Mortgages on property that existed at the time we acquired the
property (including property we may acquire through a merger or
similar transaction) or that we granted in order to purchase the
property (sometimes called "purchase money mortgages");
o Mortgages that extend, renew or replace any of the types of
Mortgages listed above;
o Certain statutory liens or other similar liens arising in the
ordinary course of business of the Company or a Restricted
Subsidiary;
o Certain pledges, deposits or liens made or arising under
worker's compensation or similar legislation, self-insurance
arrangements or in certain other circumstances;
o Certain liens in connection with legal proceedings, including
certain liens arising out of judgments or awards;
o Liens for certain taxes or assessments, landlord's liens, leases
made in the ordinary course of business 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 the
property; and
o Mortgages on property created in contemplation of the sale of
the property; provided that we must have disposed of the
property within 180 days after the creation of the Mortgages and
that any debt secured by these Mortgages is without recourse to
us or any of our subsidiaries. (Section 1007)
We and our subsidiaries are permitted to have as much unsecured debt as
we may choose.
RESTRICTIONS ON SALES AND LEASEBACKS
We promise that neither we nor any of our Restricted Subsidiaries will
enter into any sale and leaseback transaction involving a Principal Property,
unless we comply with this Restrictive Covenant. A "sale and leaseback
transaction" generally is an arrangement between us or a Restricted Subsidiary
and a bank, insurance company or other lender or investor where we or the
Restricted Subsidiary lease a property which was or will be sold by us or the
Restricted Subsidiary to that lender or investor.
We can comply with this Restrictive Covenant in either of two different
ways. First, we will be in compliance if we or our Restricted Subsidiary could
grant a Mortgage on the Principal
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Property in an amount equal to the Attributable Debt for the sale and leaseback
transaction without being required to grant an equivalent or higher-ranking
Mortgage to you and the other direct Holders of the debt securities under the
Restriction on Mortgages described above. Second, we can comply if we retire an
amount of Debt, within 90 days of the transaction, equal to at least the
Attributable Debt for the sale and leaseback transaction.
This Restriction on Sales and Leasebacks does not apply to any sale and
leaseback transaction that is between us and one of our Restricted Subsidiaries
or between Restricted Subsidiaries, or that involves a lease for a period of
three years or less or that involves a lease entered into within 120 days after
the latest of the acquisition, completion of construction or commencement of
full operation of the Principal Property.
CERTAIN DEFINITIONS RELATING TO OUR RESTRICTIVE COVENANTS
Following are the meanings of the terms that are important in
understanding the Restrictive Covenants previously described.
"Attributable Debt" means the present value (discounted at the rate of
interest implicit in the terms of the relevant transaction) of the total net
amount of rent that is required to be paid by a lessee during the remaining term
of any lease.
A "Principal Property" is any building or other structure or facility,
and the land on which it sits and its associated fixtures, which would be
reflected on our consolidated balance sheet prepared in accordance with United
States generally accepted accounting principles, except for tangible property
located outside the United States and for any of those properties that our Board
of Directors has determined are not of material importance to the total business
that we and our subsidiaries conduct.
A "Restricted Subsidiary" means any of our subsidiaries except one which
does not transact a substantial portion of its business in the United States or
does not regularly keep a substantial portion of its physical properties in the
United States, or one that does not own or hold any Principal Property. A
"subsidiary" is a corporation in which we and/or one or more of our other
subsidiaries owns more than 50% of the voting stock, which is a kind of stock
that ordinarily permits its owners to vote for the election of directors.
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
We are generally permitted to consolidate or merge with another Person,
or to convey, transfer or lease all or substantially all of our property or
assets or acquire all or substantially all of the property or assets of another
Person. However, we may not do so unless the following conditions are met:
o the successor Person (if any) is a corporation, partnership,
trust or other entity organized under the laws of any domestic
jurisdiction and it assumes our obligations on the debt
securities;
o immediately after giving effect to the transaction, and treating
any indebtedness which becomes our obligation or the obligation
of our subsidiary as a result of the
12
<PAGE> 14
transaction as having been incurred by us at the time of the
transaction, no Event of Default (and no event which, after
notice or lapse of time or both, would become an Event of
Default) shall have happened and be continuing;
o if, as a result of the transaction, any of our property would
become subject to a Mortgage that would not be permitted under
the limitation on Mortgages described above under "Restrictive
Covenants" on page 10, we take whatever steps as are necessary
to secure the debt securities equally and ratably with (or prior
to) the indebtedness secured by that Mortgage; and
o certain other conditions are met. (Section 801)
EVENTS OF DEFAULT
The term "Event of Default" means any of the following:
o we do not pay interest on any debt security for 30 days;
o we do not pay the principal or any premium on any debt security
when due;
o we do not deposit any sinking fund payment when due;
o we do not perform any other covenant in the Indenture for 90
days after written notice by the Trustee or the Holders of at
least 25% of the Outstanding debt securities of that series;
o certain events in bankruptcy, insolvency or reorganization; and
o any other Event of Default described in the Prospectus
Supplement. (Section 501)
REMEDIES IF AN EVENT OF DEFAULT OCCURS
If an Event of Default (other than certain events in bankruptcy,
insolvency or reorganization) has occurred and is continuing, the Trustee or the
Holders of at least 50% in aggregate principal amount of the debt securities of
the relevant series may declare the entire principal amount of all the debt
securities of that series to be due and immediately payable.
If an Event of Default occurs because of certain events in bankruptcy,
insolvency or reorganization, the principal amount of all the debt securities of
that series will be due and immediately payable automatically, without any
action by the Trustee or any Holder.
Subject to certain conditions, any declaration of acceleration may be
rescinded by the Holders of not less than 50% in aggregate principal amount of
the debt securities of that series. (Section 502)
Except in cases of default, where the Trustee has certain duties, the
Trustee is not obligated to exercise any of its rights or powers under the
Indenture at the request of any Holders unless the Holders offer the Trustee
reasonable indemnity. (Section 603) If reasonable
13
<PAGE> 15
indemnity is provided, the Holders of a majority in aggregate principal amount
of the Outstanding debt securities of the relevant series may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, for debt
securities of that series. (Section 512)
Before you may take any action to institute any proceeding relating to
the Indenture, or to appoint a receiver or a trustee, or for any other remedy,
the following must occur:
o you must have given the Trustee written notice of a continuing
Event of Default;
o the Holders of at least 33 1/3 % of the aggregate principal
amount of all Outstanding debt securities of the relevant series
must make a written request of the Trustee to take action
because of the default and must have offered reasonable
indemnification to the Trustee against the cost, liabilities and
expenses of taking action; and
o the Trustee must not have taken action for 60 days after receipt
of notice and offer of indemnification. (Section 507)
However, you are entitled at any time to bring a lawsuit for the payment
of amounts due on your debt security on or after the due date. (Section 508)
We will furnish to the Trustee every year a statement of certain of our
officers as to their knowledge of any default by us in performing our
obligations under the Indenture. (Section 1009)
MODIFICATION AND WAIVER
The consent of the Holders of at least a majority in principal amount of
the Outstanding debt securities of each series affected by a modification or
amendment is required to make the modification or amendment to the Indenture.
However, the following actions require the consent of the Holder of each
Outstanding debt security affected:
o change the Stated Maturity of the principal or interest on a
debt security;
o reduce any amounts due on a debt security;
o reduce the amount of principal payable upon acceleration of the
Maturity of a debt security;
o change the place or currency of payment on a debt security;
o impair the right to institute suit for the enforcement of any
payment on any debt security;
o reduce the percentage of Holders whose consent is needed to
modify or amend the Indenture;
14
<PAGE> 16
o reduce the percentage of Holders whose consent is needed to
waive compliance with certain provisions of the Indenture or to
waive certain defaults; and
o modify the provisions dealing with modification and waiver of
the Indenture. (Section 902)
The Holders of at least a majority in principal amount of the
Outstanding debt securities of the affected series must consent to waive
compliance by us with certain restrictive provisions of the Indenture. The
Holders of a majority in principal amount of the Outstanding debt securities of
the affected series may waive any past default, except a payment default and
default in the certain covenants and provisions of the Indenture which cannot be
amended without the consent of the Holder of each Outstanding debt security of
that series. (Section 513)
In determining what constitutes "Outstanding debt securities":
o for Original Issue Discount debt securities, the principal
amount that would be due and payable on the date in question if
the Maturity of those debt securities were accelerated to that
date will be considered Outstanding;
o for debt securities the principal amount of which is not
determinable (for example, because it is based on an index), an
amount determined in the manner prescribed for that debt
security will be considered to be Outstanding; and
o for debt securities denominated in one or more foreign
currencies or currency units, the U.S. dollar translation of the
amount calculated in the manner prescribed for that debt
security will be considered Outstanding.
Debt securities will not be considered Outstanding if money for their
payment or redemption has been deposited or set aside in trust for the Holders
or if they have been fully defeased as described under "Defeasance and Covenant
Defeasance - Defeasance and Discharge" on page 16. (Section 101)
We will generally be entitled to set any day as a record date for the
purpose of determining the Holders of Outstanding debt securities that are
entitled to take any action under the Indenture. In certain limited
circumstances, the Trustee will be entitled to set a record date for action by
Holders. If a record date is set for any action to be taken by Holders of a
particular series, the action may be taken only by persons who are Holders of
Outstanding debt securities of that series on the record date and must be taken
within 180 days following the record date or any other shorter period as we may
specify (or as the Trustee may specify, if it set the record date), which period
may be shortened or lengthened (but not beyond 180 days) from time to time.
(Section 104)
DEFEASANCE AND COVENANT DEFEASANCE
The following discussion of defeasance and covenant defeasance will be
applicable to the debt securities we are offering you only to the extent
specified in the Prospectus Supplement. (Section 1301)
15
<PAGE> 17
DEFEASANCE AND DISCHARGE
We can elect to be discharged from all of our obligations under the debt
securities if:
o we deposit in trust for the benefit of you and the other Holders
of the debt securities money and/or government securities
sufficient to pay amounts due on the debt securities on their
respective Stated Maturities; and
o we deliver an opinion of counsel to the Trustee to the effect
that an IRS ruling or a change in tax law provides that the
Holders of the debt securities will be subject to Federal income
tax with respect to the debt securities as if that deposit,
defeasance and discharge did not occur and will not recognize
gain or loss for Federal income tax purposes as a result of that
deposit, defeasance and discharge. (Sections 1302 and 1304)
COVENANT DEFEASANCE
We can elect not to comply with certain restrictive covenants, including
those described under "Restrictive Covenants" on page 10 and in the third bullet
point under "Consolidation, Merger, Conveyance, Transfer or Lease" on page 12
and any that may be described in the applicable Prospectus Supplement and that
the occurrence of certain Events of Default, which are described in the fourth
and fifth bullet points under "Events of Default" on page 13 and any that are
described in the Prospectus Supplement, will not be Events of Default, provided
that we:
o deposit in trust for the benefit of you and the other Holders of
debt securities money and/or government securities sufficient to
pay amounts due on the debt securities on their respective
Stated Maturities; and
o deliver to the Trustee an Opinion of Counsel to the effect that
Holders of the debt securities will be subject to Federal income
tax on the same amount, in the same manner and at the same times
as would have been the case if that deposit and defeasance did
not occur and will not recognize gain or loss for Federal income
tax purposes as a result of that deposit and defeasance.
Note that the amount of moneys and U.S. government obligations deposited in
trust may not be sufficient to pay amounts due on debt securities upon an
acceleration resulting from an Event of Default. In such a case, we will remain
liable for the payments. (Sections 1303 and 1304)
NOTICES
Notices to you will be mailed to your address as it appears in the
Security Register. (Section 106)
TITLE
We and the Trustee and our respective agents may treat the Person in
whose name your debt security is registered as the absolute owner thereof for
all purposes, including making payment to that Person.
16
<PAGE> 18
CONCERNING THE TRUSTEE
We maintain deposit accounts and banking and borrowing relations with
the Trustee, including our revolving credit agreements, under which the Trustee
is a lending bank. As of December 26, 1999, we had no outstanding borrowings
under our revolving credit agreements. The Trustee is the issuing and paying
agent for our commercial paper borrowings and serves as registrar and transfer
agent for our 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 us and the
Trustee (as successor to Manufacturers Hanover Trust Company) and the 6.625%
Notes due 2007, the 7.15% Debentures due 2027 and the 6.875% Debentures due 2029
issued pursuant to an Indenture dated as of November 4, 1997 between us and the
Trustee (collectively, the "Other Indenture Securities"). Under the provisions
of the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), upon
the occurrence of a default under an indenture, if a trustee has a conflicting
interest (as defined in the Trust Indenture Act) the trustee must, within 90
days, either eliminate the conflicting interest or resign. Under the provisions
of the Trust Indenture Act, an indenture trustee shall be deemed to have a
conflicting interest if the trustee is a creditor of the obligor. If the trustee
fails either to eliminate the conflicting interest or to resign within 10 days
after the expiration of the 90-day period, the trustee is required to notify
security holders to this effect and any security holder who has been a bona fide
holder for at least six months may petition a court to remove the trustee and to
appoint a successor trustee.
PLAN OF DISTRIBUTION
We may sell debt securities to or through one or more underwriters or
dealers and also may sell Debt Securities to other investors directly or through
agents. Goldman, Sachs & Co. may be one of these underwriters.
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 those prevailing market prices or at negotiated prices.
In connection with the sale of Debt Securities, underwriters may receive
compensation from us 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 those 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 us and any profit on the resale of debt
securities by them may be deemed to be underwriting discounts and commissions
under the Securities Act. Any underwriter or agent will be identified, and any
compensation received from us will be described, in the applicable Prospectus
Supplement.
17
<PAGE> 19
Under agreements which may be entered into by us, underwriters and
agents who participate in the distribution of debt securities may be entitled to
indemnification by us against certain liabilities, including liabilities under
the Securities Act.
VALIDITY OF THE DEBT SECURITIES
Unless otherwise indicated in a Prospectus Supplement relating to
offered debt securities, the validity of the debt securities will be passed upon
by Orrick, Herrington & Sutcliffe LLP, San Francisco, California, and by
Sullivan & Cromwell, Los Angeles, California, counsel for the underwriters or
agents.
EXPERTS
Our consolidated financial statements as of December 26, 1999 and
December 27, 1998 and for each of the three fiscal years in the period ended
December 26, 1999, incorporated in this Prospectus and Registration Statement by
reference from our Annual Report on Form 10-K for the fiscal year ended December
26, 1999 have been audited by Ernst & Young LLP, independent auditors, as stated
in their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of that firm given upon their authority
as experts in accounting and auditing.
18
<PAGE> 20
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is an itemized statement of our expenses in connection with the
issue of the debt securities.
<TABLE>
<S> <C>
Registration fee........................................ $ 139,000
Rating agencies fees.................................... 538,000
Fees and expenses of Trustee............................ 10,000
Printing expenses....................................... 80,000
Blue Sky and legal investment fees and expense.......... 10,000
Accountants' fees and expenses.......................... 80,000
Counsel fees and expenses............................... 180,000
Miscellaneous........................................... 6,000
----------
Total.............................................. $1,043,000
==========
</TABLE>
All except the first of the foregoing amounts are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 607.0850 of the Florida Business Corporation Act, the Registrant
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 Registrant), in which these persons were or are parties, or are
threatened to be made parties, by reason of the fact that these persons were or
are directors or officers of the Registrant. This section also permits the
Registrant to purchase and maintain insurance on behalf of its directors and
officers against any liability which may be asserted against, or incurred by,
these persons in their capacities as directors or officers of the Registrant, or
which may arise out of their status as directors or officers of the Registrant
whether or not the Registrant would have the power to indemnify these persons
against liability under the provisions of this section.
Under Article VII of the Registrant's Bylaws, the Registrant is in certain
instances required to indemnify its directors and officers against certain
expenses (including counsel fees), judgments, fines and other sums paid in
connection with the defense or settlement of 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
Registrant), to which these persons are parties or are otherwise involved in, by
reason of the fact that these persons were or are directors or officers of the
Registrant. For the complete text of Article VII of the Registrant's Bylaws,
reference is made to Exhibit No. 3(ii) to Registrant's Form 10-Q for the fiscal
quarter ended June 27, 1999 (File No. 1-7553), which exhibit is incorporated
herein by reference.
II-1
<PAGE> 21
Registrant maintains insurance for its officers and directors against certain
liabilities, including liabilities under the Securities Act of 1933, under
insurance policies, the premiums for which are paid by Registrant. The effect of
these insurance policies is to indemnify any officer or director of Registrant
against expenses, judgments, fines, attorneys' fees and other amounts paid in
settlements incurred by him, subject to certain exclusions. The policies do not
insure against any amount incurred by an officer or director as a result of his
own dishonesty.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<S> <C>
1.1 Form of Underwriting Agreement.*
4.1 Indenture, dated as of November 4, 1997, between Knight Ridder
and The Chase Manhattan Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-3, SEC's File No. 333-37603).
4.2 Form of Debt Security (included in Exhibit 4.1 hereto).
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP as to the validity
of the Debt Securities.*
12.1 Statement Setting Forth Computation of Ratio of Earnings to
Fixed Charges.
23.1 Consent of Ernst & Young LLP.
23.2 The consent of Orrick, Herrington & Sutcliffe LLP is contained
in the opinion filed as Exhibit 5.1 to this Registration
Statement.
24.1 Powers of Attorney of Directors and Officers of the Company.*
25.1 Form T-1 Statement of Eligibility and Qualification of The Chase
Manhattan Bank of New York, as Trustee.*
</TABLE>
- --------------------------
* previously filed
ITEM 17. UNDERTAKINGS.
The undersigned registrant 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;
(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) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum
II-2
<PAGE> 22
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 that
information in the registration statement;
provided, however, that paragraphs (i) and (ii) shall 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 registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of the 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.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act 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 the securities at that time shall be deemed
to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under
Item 15 above, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding)
is asserted against the Registrant by a director, officer or controlling
person in connection with the Securities being registered, the
registrant 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 the indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of that issue.
II-3
<PAGE> 23
SIGNATURES
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-3 and has duly caused this Amendment
No. 2 to 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
6th day of April, 2000.
KNIGHT-RIDDER, INC.
By: /s/ KAREN STEVENSON
---------------------------------------
Karen Stevenson
(Vice President and General Counsel)
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR:
* Chairman of the Board, Chief April 6, 2000
- --------------------------------- Executive Officer and Director
P. Anthony Ridder
PRINCIPAL FINANCIAL OFFICER:
/s/ Ross Jones Senior Vice President and Chief April 6, 2000
- --------------------------------- Financial Officer
Ross Jones
PRINCIPAL ACCOUNTING OFFICER:
* Vice President and Controller April 6, 2000
- ---------------------------------
Gary R. Effren
DIRECTORS:
Director April 6, 2000
*
- ---------------------------------
James I. Cash Jr.
* Director April 6, 2000
- ---------------------------------
Joan Ridder Challinor
* Director April 6, 2000
- ---------------------------------
Alvah H. Chapman Jr.
* Director April 6, 2000
- ---------------------------------
Kathleen Foley Feldstein
</TABLE>
II-4
<PAGE> 24
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
* Director April 6, 2000
- ---------------------------------
Thomas P. Gerrity
* Director April 6, 2000
- ---------------------------------
Barbara Barnes Hauptfuhrer
* Director April 6, 2000
- ---------------------------------
M. Kenneth Oshman
* Director April 6, 2000
- ---------------------------------
Randall L. Tobias
* Director April 6, 2000
- ---------------------------------
Gonzalo F. Valdes-Fauli
* Director April 6, 2000
- ---------------------------------
John L. Weinberg
*By: /s/ KAREN STEVENSON
----------------------------
Karen Stevenson
Attorney-in-fact
</TABLE>
II-5
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<S> <C>
1.1 Form of Underwriting Agreement.*
4.1 Indenture, dated as of November 4, 1997, between Knight Ridder
and The Chase Manhattan Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-3, SEC's File No. 333-37603).
4.2 Form of Debt Security (included in Exhibit 4.1 hereto).
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP as to the validity
of the Debt Securities.*
12.1 Statement Setting Forth Computation of Ratio of Earnings to
Fixed Charges.
23.1 Consent of Ernst & Young LLP.
23.2 The consent of Orrick, Herrington & Sutcliffe LLP is contained
in the opinion filed as Exhibit 5.1 to this Registration
Statement.
24.1 Powers of Attorney of Directors and Officers of the Company.*
25.1 Form T-1 Statement of Eligibility and Qualification of The Chase
Manhattan Bank of New York, as Trustee.*
</TABLE>
- --------------------
* previously filed
<PAGE> 1
Exhibit 12.1
COMPUTATION OF EARNINGS TO FIXED CHARGES RATIO
FROM CONTINUING OPERATIONS
(IN THOUSANDS OF DOLLARS, EXCEPT RATIO DATA)
<TABLE>
<CAPTION>
Fiscal Year Ended
---------------------------------------------------------
December December December December December
31, 29, 28, 27, 26,
1995 1996 1997 1998 1999
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
FIXED CHARGES COMPUTATION
Net Interest Expense $ 57,623 $ 66,740 $ 97,286 $ 101,420 $ 92,247
Plus Capitalized Interest 1,889 6,397 5,376 4,516 5,197
--------- --------- --------- --------- ---------
Gross Interest Expense 59,512 73,137 102,662 105,936 97,444
Proportionate Share of Interest
Expense of 50% owned persons 13,824 17,941 1,948 -- --
Interest component of Rent 5,781 5,787 6,671 7,688 8,229
--------- --------- --------- --------- ---------
TOTAL FIXED CHARGES $ 79,117 $ 96,865 $ 111,281 $ 113,624 $ 105,673
========= ========= ========= ========= =========
EARNINGS COMPUTATION
Pre-tax earnings from continuing operations $ 182,817 $ 310,209 $ 693,852 $ 507,916 $ 568,015
Add: Fixed Charges 79,117 96,865 111,281 113,624 105,673
--------- --------- --------- --------- ---------
$ 261,934 $ 407,074 $ 805,133 $ 621,540 $ 673,688
Less: Capitalized Interest (1,889) (6,397) (5,376) (4,516) (5,197)
Earnings in excess of distributions
from investees (9,285) (12,962) (7,675) (16,693) (8,934)
--------- --------- --------- --------- ---------
Total Earnings as Adjusted $ 250,760 $ 387,715 $ 792,082 $ 600,331 $ 659,557
========= ========= ========= ========= =========
RATIO OF EARNINGS TO FIXED CHARGES 3.2:1 4.0:1 7.1:1 5.3:1 6.2:1
========= ========= ========= ========= =========
</TABLE>
<PAGE> 1
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Knight-Ridder, Inc.
for the registration of $500,000,000 of debt securities and to the incorporation
by reference therein of our report dated January 18, 2000, with respect to the
consolidated financial statements and schedule of Knight-Ridder, Inc. included
in its Annual Report (Form 10-K) for the year ended December 26, 1999, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
April 5, 2000
