<PAGE> 1
As filed with the Securities and Exchange Commission on December 2, 1994
Registration No. 33-_______________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
McCLATCHY NEWSPAPERS, INC.
--------------------------------------------------
(Exact name of issuer as specified in its charter)
Delaware 94-0666175
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2100 "Q" Street
Sacramento, California 95816
---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
MCCLATCHY NEWSPAPERS, INC. 1994 EMPLOYEE STOCK OPTION PLAN
----------------------------------------------------------
(Full title of the plan)
WILMA C. FLACH Copy to:
Secretary TERRY MICHAEL KEE, ESQ.
McCLATCHY NEWSPAPERS, INC. KATHARINE A. MARTIN, ESQ.
2100 Q Street Pillsbury Madison & Sutro
P.O. Box 15779 P.O. Box 7800
Sacramento, CA 95852 San Francisco, CA 94120
(916) 321-1000 (415) 983-1000
----------------------------
(Name, address and telephone
number of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed Maximum
Proposed Maximum Aggregate Amount of
Title of Securities To Be Amount To Be Offering Price Offering Price Registration
Registered Registered Per Share (1) Fee (2)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock 650,000 shares $22.1875 $14,421,875 $4,973
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
on the basis of the average of the high and low sale prices on the
New York Stock Exchange on November 29, 1994.
(2) The registration fee has been calculated pursuant to Rule 457(h).
-----------------------
The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of
Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents By Reference.
The following documents, filed by the Registrant with the Securities
and Exchange Commission (the "Commission"), are hereby incorporated by
reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1993;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1994, June 30, 1994 and September 30, 1994; and
(c) The description of the Registrant's Class A Common Stock
contained in the Amendment to the Registrant's Registration Statement on Form
8-A filed with the Commission on February 2, 1988 pursuant to section 12(b) of
the Securities Exchange Act of 1934, including any subsequent amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware Corporations Code authorizes the
Registrant to indemnify its directors and officers
-2-
<PAGE> 3
under certain circumstances. Such authorization is sufficiently broad to
include, under certain circumstances, indemnification against liability arising
under the Securities Act of 1933. The Registrant's Restated Certificate of
Incorporation provides that the Registrant shall indemnify its directors and
officers to the maximum extent authorized by Delaware law, including
circumstances in which indemnification is otherwise discretionary under
Delaware law. The Registrant has entered into separate indemnification
agreements with its directors and officers that require the Registrant, among
other things, to indemnify them against certain liabilities, including
derivative claims, which may arise by reason of their status or service as
directors or officers. The directors and officers of the Registrant have a
policy of insurance under which they are insured, subject to certain
limitations, against certain expenses in connection with the defense of
actions, suits or proceedings to which they are made parties by reason of their
being or having been directors or officers, and against certain liabilities
which might be imposed as a result of such actions, suits or proceedings.
Item 8. Exhibits.
See Index to Exhibits on page 7.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a post-effective amendment
to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act
-3-
<PAGE> 4
of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the 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 by
such 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 such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
-4-
<PAGE> 5
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-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Sacramento, State of California, on November
22, 1994.
McCLATCHY NEWSPAPERS, INC.
By ERWIN POTTS*
------------------------
Erwin Potts
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICERS:
JAMES B. McCLATCHY* Publisher and Chairman November 22, 1994
------------------------------------ of the Board
James B. McClatchy
ERWIN POTTS* President, Chief Executive November 22, 1994
------------------------------------ Officer and Director
Erwin Potts
PRINCIPAL FINANCIAL OFFICER:
/s/ JAMES P. SMITH Vice President, Finance, November 22, 1994
------------------------------------ Treasurer and Director
James P. Smith
PRINCIPAL ACCOUNTING OFFICER:
ROBERT W. BERGER* Controller November 22, 1994
------------------------------------
Robert W. Berger
</TABLE>
-5-
<PAGE> 6
<TABLE>
<CAPTION>
DIRECTORS:
<S> <C> <C>
WILLIAM K. COBLENTZ* Director November 22, 1994
- ------------------------------------
William K. Coblentz
JOAN F. LANE* Director November 22, 1994
- ------------------------------------
Joan F. Lane
BETTY LOU MALONEY* Director November 22, 1994
- ------------------------------------
Betty Lou Maloney
WILLIAM ELLERY McCLATCHY* Director November 22, 1994
- ------------------------------------
William Ellery McClatchy
S. DONLEY RITCHEY, JR.* Director November 22, 1994
- ------------------------------------
S. Donley Ritchey Jr.
WILLIAM M. ROTH* Director November 22, 1994
- ------------------------------------
William M. Roth
H. ROGER TATARIAN* Director November 22, 1994
- ------------------------------------
H. Roger Tatarian
WILLIAM L. HONEYSETT* Director November 22, 1994
- ------------------------------------
William L. Honeysett
FREDERICK R. RUIZ* Director November 22, 1994
- ------------------------------------
Frederick R. Ruiz
*By /s/ JAMES P. SMITH
--------------------------------
(James P. Smith,
Attorney-in-Fact)
</TABLE>
-6-
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
5.1 Opinion of Pillsbury Madison & Sutro
as to the legality of the securities being registered.
23.1 Consent of Deloitte & Touche LLP.
24.1 Powers of Attorney.
</TABLE>
-7-
<PAGE> 1
EXHIBIT 5.1
December 2, 1994
McClatchy Newspapers, Inc.
2100 Q Street
Sacramento, CA 95852
Re: Registration Statement on Form S-8
Gentlemen:
With reference to the Registration Statement on Form S-8 to be filed
by McClatchy Newspapers, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933 relating to
650,000 shares of the Company's Class A Common Stock issuable pursuant to the
McClatchy Newspapers, Inc. 1994 Stock Option Plan (the "Plan"), it is our
opinion that such shares of Class A Common Stock of the Company, when issued
and sold in accordance with the Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ PILLSBURY MADISON & SUTRO
-----------------------------
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of McClatchy Newspapers, Inc. on Form S-8 of the report of Deloitte &
Touche dated February 1, 1994 (which expresses an unqualified opinion and
includes an explanatory paragraph relating to changes in methods of accounting
for income taxes and post-retirement health care and life insurance benefits),
appearing in the Annual Report on Form 10-K of McClatchy Newspapers, Inc. for
the year ended December 31, 1993.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Sacramento, California
November 30, 1994
<PAGE> 1
Exhibit 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, McCLATCHY NEWSPAPERS, INC., a Delaware corporation (the
"Company"), contemplates filing with the Securities and Exchange Commission at
Washington, D. C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement
on Form S-8 (and amendments thereto) registering 650,000 shares of Class A
Common Stock for issuance pursuant to the Company's 1994 Employee Stock Option
Plan; and
WHEREAS, the undersigned is an officer or director, or both, of the
Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints ERWIN
POTTS, WILLIAM L. HONEYSETT, GARY B. PRUITT and JAMES P. SMITH, or any of them,
his or her true and lawful attorney-in-fact, with full power of substitution
and full power to act without the other, for him or her, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, including post-effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of August, 1994.
/s/ WILLIAM K. COBLENTZ
------------------------------------
William K. Coblentz
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, McCLATCHY NEWSPAPERS, INC., a Delaware corporation (the
"Company"), contemplates filing with the Securities and Exchange Commission at
Washington, D. C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement
on Form S-8 (and amendments thereto) registering 650,000 shares of Class A
Common Stock for issuance pursuant to the Company's 1994 Employee Stock Option
Plan; and
WHEREAS, the undersigned is an officer or director, or both, of the
Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints ERWIN
POTTS, WILLIAM L. HONEYSETT, GARY B. PRUITT and JAMES P. SMITH, or any of them,
his or her true and lawful attorney-in-fact, with full power of substitution
and full power to act without the other, for him or her, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, including post-effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 22nd day of November, 1994.
/s/ ROBERT W. BERGER
---------------------------------
Robert W. Berger
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, McCLATCHY NEWSPAPERS, INC., a Delaware corporation (the
"Company"), contemplates filing with the Securities and Exchange Commission at
Washington, D. C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement
on Form S-8 (and amendments thereto) registering 650,000 shares of Class A
Common Stock for issuance pursuant to the Company's 1994 Employee Stock Option
Plan; and
WHEREAS, the undersigned is an officer or director, or both, of the
Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints ERWIN
POTTS, WILLIAM L. HONEYSETT, GARY B. PRUITT and JAMES P. SMITH, or any of them,
his or her true and lawful attorney-in-fact, with full power of substitution
and full power to act without the other, for him or her, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, including post-effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 14th day of July, 1994.
/s/ William L. Honeysett
--------------------------------
William L. Honeysett
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, McCLATCHY NEWSPAPERS, INC., a Delaware corporation (the
"Company"), contemplates filing with the Securities and Exchange Commission at
Washington, D. C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement
on Form S-8 (and amendments thereto) registering 650,000 shares of Class A
Common Stock for issuance pursuant to the Company's 1994 Employee Stock Option
Plan; and
WHEREAS, the undersigned is an officer or director, or both, of the
Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints ERWIN
POTTS, WILLIAM L. HONEYSETT, GARY B. PRUITT and JAMES P. SMITH, or any of them,
his or her true and lawful attorney-in-fact, with full power of substitution
and full power to act without the other, for him or her, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, including post-effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 18th day of July, 1994.
/s/ Joan F. Lane
-----------------------------------
Joan F. Lane
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, McCLATCHY NEWSPAPERS, INC., a Delaware corporation (the
"Company"), contemplates filing with the Securities and Exchange Commission at
Washington, D. C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement
on Form S-8 (and amendments thereto) registering 650,000 shares of Class A
Common Stock for issuance pursuant to the Company's 1994 Employee Stock Option
Plan; and
WHEREAS, the undersigned is an officer or director, or both, of the
Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints ERWIN
POTTS, WILLIAM L. HONEYSETT, GARY B. PRUITT and JAMES P. SMITH, or any of them,
his or her true and lawful attorney-in-fact, with full power of substitution
and full power to act without the other, for him or her, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, including post-effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 16th day of August, 1994.
/s/ Betty Lou Maloney
------------------------------------
Betty Lou Maloney
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, McCLATCHY NEWSPAPERS, INC., a Delaware corporation (the
"Company"), contemplates filing with the Securities and Exchange Commission at
Washington, D. C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement
on Form S-8 (and amendments thereto) registering 650,000 shares of Class A
Common Stock for issuance pursuant to the Company's 1994 Employee Stock Option
Plan; and
WHEREAS, the undersigned is an officer or director, or both, of the
Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints ERWIN
POTTS, WILLIAM L. HONEYSETT, GARY B. PRUITT and JAMES P. SMITH, or any of them,
his or her true and lawful attorney-in-fact, with full power of substitution
and full power to act without the other, for him or her, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, including post-effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of July, 1994.
/s/ James B. McClatchy
------------------------------------
James B. McClatchy
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, McCLATCHY NEWSPAPERS, INC., a Delaware corporation (the
"Company"), contemplates filing with the Securities and Exchange Commission at
Washington, D. C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement
on Form S-8 (and amendments thereto) registering 650,000 shares of Class A
Common Stock for issuance pursuant to the Company's 1994 Employee Stock Option
Plan; and
WHEREAS, the undersigned is an officer or director, or both, of the
Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints ERWIN
POTTS, WILLIAM L. HONEYSETT, GARY B. PRUITT and JAMES P. SMITH, or any of them,
his or her true and lawful attorney-in-fact, with full power of substitution
and full power to act without the other, for him or her, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, including post-effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 17th day of July, 1994.
/s/ William Ellery McClatchy
------------------------------------
William Ellery McClatchy
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, McCLATCHY NEWSPAPERS, INC., a Delaware corporation (the
"Company"), contemplates filing with the Securities and Exchange Commission at
Washington, D. C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement
on Form S-8 (and amendments thereto) registering 650,000 shares of Class A
Common Stock for issuance pursuant to the Company's 1994 Employee Stock Option
Plan; and
WHEREAS, the undersigned is an officer or director, or both, of the
Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints ERWIN
POTTS, WILLIAM L. HONEYSETT, GARY B. PRUITT and JAMES P. SMITH, or any of them,
his or her true and lawful attorney-in-fact, with full power of substitution
and full power to act without the other, for him or her, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, including post-effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 14th day of July, 1994.
/s/ Erwin Potts
------------------------------------
Erwin Potts
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, McCLATCHY NEWSPAPERS, INC., a Delaware corporation (the
"Company"), contemplates filing with the Securities and Exchange Commission at
Washington, D. C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement
on Form S-8 (and amendments thereto) registering 650,000 shares of Class A
Common Stock for issuance pursuant to the Company's 1994 Employee Stock Option
Plan; and
WHEREAS, the undersigned is an officer or director, or both, of the
Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints ERWIN
POTTS, WILLIAM L. HONEYSETT, GARY B. PRUITT and JAMES P. SMITH, or any of them,
his or her true and lawful attorney-in-fact, with full power of substitution
and full power to act without the other, for him or her, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, including post-effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of July, 1994.
/s/ S. Donley Ritchey
------------------------------------
S. Donley Ritchey
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, McCLATCHY NEWSPAPERS, INC., a Delaware corporation (the
"Company"), contemplates filing with the Securities and Exchange Commission at
Washington, D. C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement
on Form S-8 (and amendments thereto) registering 650,000 shares of Class A
Common Stock for issuance pursuant to the Company's 1994 Employee Stock Option
Plan; and
WHEREAS, the undersigned is an officer or director, or both, of the
Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints ERWIN
POTTS, WILLIAM L. HONEYSETT, GARY B. PRUITT and JAMES P. SMITH, or any of them,
his or her true and lawful attorney-in-fact, with full power of substitution
and full power to act without the other, for him or her, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, including post-effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 20th day of July, 1994.
/s/ William M. Roth
------------------------------------
William M. Roth
<PAGE> 11
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, McCLATCHY NEWSPAPERS, INC., a Delaware corporation (the
"Company"), contemplates filing with the Securities and Exchange Commission at
Washington, D. C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement
on Form S-8 (and amendments thereto) registering 650,000 shares of Class A
Common Stock for issuance pursuant to the Company's 1994 Employee Stock Option
Plan; and
WHEREAS, the undersigned is an officer or director, or both, of the
Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints ERWIN
POTTS, WILLIAM L. HONEYSETT, GARY B. PRUITT and JAMES P. SMITH, or any of them,
his or her true and lawful attorney-in-fact, with full power of substitution
and full power to act without the other, for him or her, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, including post-effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 15th day of July, 1994.
/s/ Frederick R. Ruiz
------------------------------------
Frederick R. Ruiz
<PAGE> 12
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, McCLATCHY NEWSPAPERS, INC., a Delaware corporation (the
"Company"), contemplates filing with the Securities and Exchange Commission at
Washington, D. C., under the provisions of the Securities Act of 1933, as
amended, and the regulations promulgated thereunder, a Registration Statement
on Form S-8 (and amendments thereto) registering 650,000 shares of Class A
Common Stock for issuance pursuant to the Company's 1994 Employee Stock Option
Plan; and
WHEREAS, the undersigned is an officer or director, or both, of the
Company;
NOW, THEREFORE, the undersigned hereby constitutes and appoints ERWIN
POTTS, WILLIAM L. HONEYSETT, GARY B. PRUITT and JAMES P. SMITH, or any of them,
his or her true and lawful attorney-in-fact, with full power of substitution
and full power to act without the other, for him or her, in any and all
capacities, to sign the aforementioned Registration Statement (and any and all
amendments thereto, including post-effective amendments), and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorney-in-fact, or his substitute or substitutes, may do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 10th day of August, 1994.
/s/ H. R. Tatarian
------------------------------------
H. R. Tatarian
<PAGE> 13
ARTICLE II -- SECTION 2.12: POWERS OF ATTORNEY
MCCLATCHY NEWSPAPERS, INC. BY-LAWS
Whenever an applicable statute, rule or regulation requires a
document to be subscribed by a particular officer of the
Company, such document may be signed on behalf of such officer
by a duly appointed attorney-in-fact, except as otherwise
directed by the Board.
CERTIFICATION
I, Wilma C. Flach, the undersigned Secretary of McClathy Newspapers, Inc.,
hereby certify that I am the Secretary of said corporation, that the foregoing
is a full, true and correct copy of Article II, Section 2.12 of the By-Laws duly
adopted by the Board of Directors of said Corporation at a meeting held the 23rd
day of August, 1988, at which a quorum was present, and that the same has not
been repealed or amended and remains in full force and effect. I further certify
that the authority thereby conferred is not inconsistent with the By-Laws of
this Corporation.
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND THE CORPORATE SEAL OF
SAID CORPORATION THIS 1st DAY OF DECEMBER, 1994.
/s/ WILMA C. FLACH
------------------------------------
Wilma C. Flach
