Item 1. Business																																																	6-40 Item 2.
Item 2. Properties																																															6-40 Item 3.
ITEM 3. Legal Proceedings
The Comprehensive Environmental Response, Compensation and Liability Act (Superfund) establishes a fund to clean up deposits and spills of hazardous substances. The Company has been identified by certain regulatory agencies as one of several potentially responsible parties in connection with the generation of allegedly hazardous substances which may have been disposed of or reclaimed by third-party contractors at sites in New Jersey, Maryland, South Carolina, North Carolina, Pennsylvania, and Kansas. The Company, certain other potentially responsible parties and the United States Environmental Protection Agency (EPA) have entered into consent orders relating to the sites in New Jersey, South Carolina, and North Carolina providing for remedial investigations and feasibility studies or remediation to be performed.
The Company does not anticipate that any liability arising from ultimate relief secured by regulatory agencies or other persons will have a material effect on the Company's business or financial condition. The Company is cooperating with the appropriate regulatory agencies with respect to compliance with environmental laws.
In 1990, a verdict was rendered against the company's subsidiary, Philadelphia Newspapers, Inc. (PNI), publisher of The Philadelphia Inquirer and Philadelphia Daily News, in a libel action entitled Sprague v. Philadelphia Newspapers, Inc., for $2.5 million in compensatory damages and $31.5 million in punitive damages. Following entry of the judgment on Sept. 15, 1992, PNI appealed the judgment to the Pennsylvania Superior Court. The Superior Court has affirmed the $2.5 million in compensatory damages and vacated the $31.5 million award of punitive damages. The court remanded the case to the trial court, which will either hold a new trial solely on the issue of punitive damages or reduce the punitive damages judgment to $21.5 million. PNI believes that substantial grounds exist for a decision by an appellate court to grant a new trial on all issues. In the opinion of management, the ultimate liability to the company and its subsidiaries as a result of this and other legal proceedings will not be material.
ITEM 4.
ITEM 4. Submission of matters to a vote of security holders.
None.
PART II ITEM 5.
ITEM 5. Market for registrant's common stock and related stockholder matters -------------------------------------------------------------------
KRI STOCK Knight-Ridder common stock is listed on the New York Stock Exchange and the Frankfurt Stock Exchange under the symbol KRI and on the Tokyo Stock Exchange with the designation 9491. The stock also is traded on exchanges in Philadelphia, Chicago, Boston, San Francisco, Los Angeles and Cincinnati, as well as through the Intermarket Trading System. Options are traded in the Philadelphia Exchange.
ITEM 6.
ITEM 6. Selected Financial Data -----------------------
ITEM 7.
ITEM 7. Management's Discussion and Analysis of Financial Condition ----------------------------------------------------------- and Results of Operations -------------------------
Knight-Ridder is an international information and communications company engaged in newspaper publishing, business news and information services, electronic retrieval services and news, graphics and photo services. In 1994, the gross revenue from these businesses was more than $2.6 billion. The company also is involved in other newspaper businesses, cable television and newsprint manufacturing through business arrangements, including joint ventures and partnerships. The charts at the end of this section illustrate the approximate relative percentages of the components of operating revenue and of operating costs as a percentage of operating revenue.
Glossary of Newspaper Advertising Terms The following definitions may be helpful when reading the Management's Discussion and Analysis of Operations. RETAIL - Display advertising from local merchants, such as department and grocery stores, selling goods and services to the public. GENERAL - Display advertising by national advertisers who promote products or brand names on a nationwide basis. CLASSIFIED - Small, locally placed ads listed together and organized by category, such as real estate sales, employment opportunities, automobile sales and display type advertisements in these categories. FULL-RUN - Advertising appearing in all editions of a newspaper. PART-RUN - Advertising appearing in select editions or zones of a newspaper's market. Part-run advertising is translated into full-run equivalent linage (referred to as factored) based on the ratio of the circulation in a particular zone to the total circulation of a newspaper. RUN-OF-PRESS (ROP) - All advertising printed on Knight-Ridder presses and appearing within a newspaper. PREPRINT - Advertising supplements prepared by advertisers and inserted into a newspaper.
NEWSPAPER revenue is derived principally from advertising and newspaper copy sales. Newspaper advertising currently accounts for about 60% of consolidated revenue. This revenue comes from the three basic categories of advertising - retail, general and classified - discussed above. Newspaper advertising volume is categorized as either run-of-press (ROP) or preprint. Volume for ROP advertising is measured in terms of either full-run or part-run advertising linage and reported in six-column inches. A six-column inch consists of one inch of advertising in one column of a newspaper page when that page is divided into six columns of equal size. By using part-run advertising, advertisers can direct their messages to selected market segments. Circulation revenue results from the sale of newspapers. Circulation of daily and Sunday newspapers currently accounts for 18% of consolidated revenue. It is reported at the net wholesale price for newspapers delivered or sold by independent contractors and at the retail price for newspapers delivered or sold by employees. Other newspaper revenue comes from alternate delivery systems, commercial job printing, niche publications, book publishing, audiotext, newsprint scrap sales, newspaper trucking services, and other miscellaneous sources. BUSINESS INFORMATION SERVICES (BIS) revenue includes operations of Knight-Ridder Information, Inc. (KRII, formerly known as the Dialog Group), Knight-Ridder Financial (KRF), Journal of Commerce and Technimetrics. KRII products include DIALOG, Data-Star and Infomart DIALOG, an archival information service provided through a 1994 joint venture with Southam, Inc. KRII serves more than 150,000 customers in more than 100 countries and offers more than 600 databases. Subscribers are charged according to amount of time they spend online, information procured and which databases they access. Knight-Ridder Financial products include real-time and archival information services focusing on global sovereign debt, foreign exchange, money markets and futures instruments. Information displayed on these products consists of news, quotations, charts and a variety of other analytical services. The group generates revenue from subscribers in more than 30 countries. Journal of Commerce publishes The Journal of Commerce, a daily newspaper that focuses on global trade and transportation issues, and several periodicals. It also provides access to electronic databases on imports, exports and steamship tariffs and provides tariff filings and retrieval services. Technimetrics, a January 1994 acquisition, is a leading publisher of investor information and global investment listings of business executives and professionals.
SUMMARY OF OPERATIONS A summary of the company's operations, certain share data and other financial data for the past 11 years is provided in Item 6. Compound growth rates for the past five- and 10-year periods are also included, if applicable. A review of this summary and of the supplemental information section (Items 1 & 2) will provide a better understanding of the following discussion and analysis of operating results and of the financial statements as a whole. The supplemental information contains financial data for the company's operations by line of business and includes discussions of the company's largest newspapers and information regarding the company's properties, technology and the raw materials used in operations. RESULTS OF OPERATIONS: 1994 vs. 1993 Knight-Ridder, Inc., earnings per share was $3.15, up $.47, or 17.5%, from $2.68 per share in 1993. Operating income increased 16.3% on an 8.1% increase in revenue in 1994. Operating income as a percentage of revenue was 12.5% compared with 11.6% in 1993. NEWSPAPERS The Newspaper Division's operating income increased $52.1 million, or 17.4%, to $350.9 million. The increase resulted from a 6.1% revenue improvement that was partially offset by fourth quarter charges related to buyout and separation charges and nonrecurring charges for litigation and environmental matters. Overall, newspaper advertising revenue increased by $101.7 million, or 6.9%, in 1994 on a full-run ROP linage increase of 3.1%. The following table summarizes the percentage change in revenue and full-run ROP linage from 1993. Percent Gain Percent Gain in Full-Run Advertising Category in Revenue ROP Linage --------------------- ------------ ------------ Retail 3.4 0.3 General 9.3 11.1 Classified 10.9 5.5 Total 6.9 3.1
Retail advertising revenue improved $26.4 million, or 3.4%. The improvement resulted from a 0.3% increase in full-run ROP linage, increases in full-run ROP average rates and preprint revenue. General advertising revenue increased by $15.7 million, or 9.3%, from 1993 on an 11.1% increase in full-run ROP general linage, partially offset by a decrease in preprint revenue.
Classified revenue improved by $59.7 million, or 10.9%, on a 5.5% increase in full-run ROP volume and a 4.9% increase in full-run average rates. Most of the increase was due to the strength of employment advertising, which was up 23.4% for the year and 32.1% in the last quarter. Circulation revenue increased $10.2 million, or 2.1%, despite a decline in average number of copies. Morning circulation declined 41,600 copies, or 1.3% and afternoon circulation declined 10,900 copies, or 2.4%. Sunday circulation declined 45,300 copies, or 0.9%. Other newspaper revenue increased $10.2 million, or 18.0%, during 1994, primarily due to increased revenue from lines of business developed to augment the revenue of our core newspaper business. BUSINESS INFORMATION SERVICES In 1994, BIS contributed 19.4% of consolidated revenue, compared with 17.9% in 1993. Operating income was $23.1 million, down $295,000, or 1.3%, from 1993 on a 17.2% increase in revenue. The decline in divisional operating income resulted from a fourth quarter KRII separation charge. Excluding the impact of acquisitions, revenue would have been up almost 9%. The graph at the end of this section illustrates the 22.6% compound growth rate for BIS revenue from 1984. EXPENSES Labor and employee benefit costs were up $65.2 million, or 6.4%, with a 1.4% increase in the work force resulting from expansion and acquisitions in the BIS Division, which was partly offset by work force reductions in the Newspaper Division. Other factors in the increase were a 4.4% increase in the average labor and employee benefit cost, and a fourth quarter charge for buyouts and separation charges. Newsprint, ink and supplements cost increased by $859,000, or 0.3%, due to a 1.7% increase in consumption and a slight decrease in average newsprint prices from the prior year. Depreciation and amortization expense increased 5.3%, or $7.6 million, due to BIS expansion and acquisitions. Other operating costs increased 11.7% from 1993 due partially to increases in volume-related BIS royalty and exchange fee expenses and other cost increases related to BIS expansion and acquisitions. A fourth quarter charge for environmental and litigation matters accounted for part of the increase. NON-OPERATING ITEMS Net interest expense decreased $1.2 million, or 3.2%, from 1993, due primarily to lower debt levels. INCOME TAXES The effective income tax rate for 1994 was 41.1%, up from 39.2% in 1993. The increase was mostly due to 1993 favorable adjustments of tax reserves resulting from settlement of IRS audits of prior years and other prior year state tax issues.
RESULTS OF OPERATIONS: 1993 vs. 1992 Knight-Ridder, Inc., earnings per share was $2.68, up $.03, or 1.1%, from $2.65 per share before the cumulative effect of changes in accounting principles in 1992. Operating income increased 2.3% on a 5.2% increase in revenue in 1993. Operating income as a percentage of revenue was 11.6% compared with 12.0% in 1992. A 20.7% increase in net interest expense resulted from a reduction in capitalization of interest related to the Philadelphia plant. This was partially offset by higher earnings from our cable investment. NEWSPAPERS The Newspaper Division's operating income increased $8.2 million, or 2.8%, to $298.8 million. The increase resulted from improved revenue, which more than offset a 3.4% increase in the average price of newsprint, and increased costs due to the transition to the new plant in Philadelphia. Overall, newspaper advertising revenue increased by $37.5 million, or 2.6%, in 1993 on a full-run ROP linage increase of 1.3%. The following table summarizes the percentage change in revenue and full-run ROP linage from 1992. Percent Percent Gain Gain (Decline) (Decline) in Full-Run Advertising Category in Revenue ROP Linage -------------------- ---------- ----------
Retail 1.0 (1.0) General (3.4) (7.8) Classified 7.0 5.3 Total 2.6 1.3
Retail advertising revenue improved $7.6 million, or 1.0%. A 1.9% increase in full-run average rates and an increase in part-run ROP revenue was partially offset by a 1.0% decrease in full-run ROP linage. General advertising revenue declined by $6.0 million, or 3.4%, from 1992 on a 7.8% decline in full-run ROP general linage, partially offset by an increase in preprint revenue. Classified revenue improved by $35.9 million, or 7.0%, on a 5.3% increase in full-run ROP volume. Circulation revenue increased $14.4 million, or 3.1%, despite a decline in average number of copies. Morning circulation declined 11,300 copies, or 0.4% and afternoon circulation declined 11,800 copies, or 2.5%. Sunday circulation declined 14,300 copies, or 0.3%.
Other newspaper revenue increased $16.8 million, or 42.2%, during 1993, primarily due to efforts to augment the revenue of our core newspaper business. BUSINESS INFORMATION SERVICES In 1993, BIS contributed 17.9% of consolidated revenue, compared with 16.5% in 1992. Operating income was $23.4 million, up $1.3 million, or 6.1%, from 1992 on a 13.8% increase in revenue. About half of the revenue growth was due to the first quarter acquisition of Data-Star, a Europe-based online operation. Excluding Data-Star revenue, BIS revenue was up 6.5% from the prior year. EXPENSES Labor and employee benefit costs were up $33.9 million, or 3.4%, with 141, or 0.7%, more employees resulting from expansion and acquisitions in the BIS Division. The average wage per employee increased 3.9%. Included in 1992 results were $10.5 million in severance and buyout costs related to a Detroit joint operating agreement (JOA) labor settlement. Newsprint, ink and supplements cost increased by $18.2 million, or 5.8%, due to a 3.4% increase in consumption and average newsprint prices from the prior year. Depreciation and amortization expense increased 10.6%, or $13.5 million, due to the completion of the new Philadelphia printing plant and BIS expansion. Other operating costs increased 8.1% from 1992, due partially to a $21.7 million increase in volume-related BIS royalty and exchange fee expenses. NON-OPERATING ITEMS Net interest expense increased $6.7 million, or 20.7%, from 1992 as a result of the $14.6 million reduction in capitalized interest. This was partially offset by a reduction of interest expense reserves related to prior year tax audits and the call of $100.0 million of 8.0% notes, replaced by lower rate commercial paper. Average interest rates on commercial paper decreased from 4.3% in 1992 to 3.2% in 1993. Other non-operating items improved to a $2.2 million loss, a $4.1 million improvement from 1992. Most of the improvement came from our cable investments, which contributed an additional $3.5 million to our pre-tax income. INCOME TAXES The effective income tax rate for 1993 was 39.2%, up 0.1% from 39.1% in 1992. Income tax expense included the $5.1 million unfavorable effect of the retroactive and current impact of the tax rate change in the Omnibus Budget Reconciliation Act of 1993. It was mostly offset by favorable adjustments of tax reserves and deferred tax assets resulting from settlement of IRS audits of prior years and resolution of other state tax issues.
RESULTS OF OPERATIONS: 1992 vs. 1991 Knight-Ridder, Inc., earnings per share before the cumulative effect of changes in accounting principles was $2.65, up $.10, or 3.9%, from $2.55 per share in 1991. The company recorded a nonrecurring net charge of $105.2 million ($1.91 per share) related to the adoption of Financial Accounting Standards (FAS) 106 (Postretirement Benefits Other Than Pensions) and FAS 109 (Accounting For Income Taxes). The cumulative effect of adoption of FAS 106, relating to postretirement benefits other than pensions, was an after-tax reduction in earnings of $131.0 million, or $2.37 per share. This represents the unrecognized net obligation based on plans in place at the beginning of 1992. The company chose to recognize this "transition" amount immediately, rather than prospectively. In the second quarter, the company announced medical plan changes effective Jan. 1, 1993, that placed a maximum annual dollar cap for medical premiums that the company would pay for most future non-union retirees. Additionally, coverage after the age of 65 was eliminated for most future non-union retirees. The result of this announced plan change was a reduction in the prior service cost, which will be amortized over future years. The full-year operating profit reduction resulting from the recurring additional costs related to FAS 106 was $6.6 million, or an after-tax $.07 reduction in earnings per share. The adoption of FAS 109, which relates to accounting for deferred income taxes, resulted in an increase to 1992 net income of $25.8 million, or almost $.47 per share. Operating income increased 14.5% on a 3.2% increase in revenue in 1992. Operating income as a percentage of revenue improved to 12.0% from 10.8% in 1991. Revenue gains and a decline in the cost of newsprint contributed positively to operating income. A decline in net interest expense and higher earnings from our cable investment helped to offset the decline in earnings from our newsprint manufacturing investments. NEWSPAPERS The Newspaper Division's operating income increased $30.9 million, or 11.9%, to $290.5 million. The increase resulted from improved revenue and a decline in the cost of newsprint. Newspaper Division operating costs increased $9.3 million. Overall, newspaper advertising revenue increased by $14.5 million, or 1.0%, in 1992 on a full-run ROP linage decline of 1.5%. The following table summarizes the percentage change in revenue and full-run ROP linage from 1991.
Percent Gain Percent Gain (Decline) (Decline) in Full-Run Advertising Category in Revenue ROP Linage -------------------- ------------ ------------ Retail (0.1) (2.8) General 1.0 (7.9) Classified 2.7 1.1 Total 1.0 (1.5)
Retail advertising revenue was down $520,000, or 0.1%. A 2.8% decline in volume was partially offset by a 1.5% increase in full-run average rates and an increase in preprint and part-run revenue. General advertising revenue increased by $1.8 million, or 1.0%, from 1991 on the strength of an 8.2% increase in rates and an increase in preprint and part-run revenue. General full-run ROP linage declined 7.9% from 1991. Classified revenue improved by $13.2 million, or 2.7%, on a 1.1% increase in full-run ROP volume and a 1.7% increase in full-run average rates. Circulation revenue increased $21.0 million, or 4.8%, due to a 6.4% increase in average rates. Morning circulation declined 26,400 copies, or 0.8%, and afternoon circulation declined 40,900 copies, or 7.9%. Sunday circulation declined 7,200 copies, or 0.2%. BUSINESS INFORMATION SERVICES In 1992, BIS contributed 16.5% of consolidated revenue, compared with 15.7% in 1991. Operating income was $22.1 million, up $1.9 million, or 9.3%, from 1991 on an 8.8% increase in revenue. EXPENSES Labor and employee benefit costs were up $47.9 million, or 5.1%, with 83, or 0.4%, fewer employees. The average wage per employee increased 5.2%. Included in 1992 results were $10.5 million in severance and buyout costs related to a Detroit JOA labor settlement in the first half of the year. Newsprint, ink and supplements cost declined by $63.0 million, or 16.6%, due to a 17.8% decrease in average newsprint prices from the prior year. Newsprint consumption was 0.1% less than 1991 as a result of shifting the printing of The Journal of Commerce to an outside company. Supplements cost decreased by $4.8 million, or 10.6%. Depreciation and amortization expense increased 3.4%, or $4.2 million, due to the start-up of the new Philadelphia printing plant and BIS expansion.
Other operating costs increased 8.3% from 1991 due partially to an $11.8 million increase in volume-related BIS royalty and exchange fee expenses, and increased circulation promotion costs. Additionally, Knight-Ridder increased its level of contributions to help with the aftermath of Hurricane Andrew. NON-OPERATING ITEMS Net interest expense declined $7.7 million, or 19.2%, from 1991 as a result of lower average debt balances and lower interest rates. Average interest rates on commercial paper decreased from 6.4% in 1991 to 4.3% in 1992. Other non-operating items decreased to a $6.2 million loss, a $13.6 million decline from 1991. The major reason for the decline was unfavorable results from our investments in newsprint manufacturing, which suffered from soft newsprint prices in 1992. Our cable investments performed well, but this was not enough to offset other non-operating losses. INCOME TAXES The effective income tax rate for 1992 was 39.1%, up 1.9% from 1991's 37.2%, as a result of the resolution of prior year tax issues. EARLIER YEARS 1990 was the first full year of operations after entering the joint operating agreement between the Detroit Free Press and The Detroit News (owned by Gannett Co., Inc.), creating the Detroit Newspaper Agency (DNA), now doing business as Detroit Newspapers. DNA performs the newspapers' production, sales and distribution functions, while the two papers maintain separate and independent newsrooms. This resulted in significantly improved bottom-line results from our Detroit operation. In October 1989, Knight-Ridder completed the sale of its eight television stations for an after-tax gain of $66.9 million, or $1.07 per share. In November 1989, the DNA was formed. Knight-Ridder purchased Dialog Information Services in midyear 1988 for approximately $353.0 million, and an effective 7-1/2% interest in SCI Holdings, Inc. (parent of Storer Communication) in November 1988. Despite the $.13 per share dilutive impact of these acquisitions, the company's earnings per share from continuing operations increased 2.0% over 1987. In 1987, the company's newspaper operations received a boost from strong classified advertising and a full year of operations from the State-Record Company acquisition. The acquisition, however, cost the company approximately $.15 in earnings per share dilution. Excluding the State-Record newspapers, newspaper advertising revenue increased 4.9% on a 0.4% decline in full-run ROP linage.
In 1986, Knight-Ridder acquired State-Record Company with six daily newspapers in South Carolina and Mississippi. It later sold two of the newspapers. The company closed its Viewdata operation and sold the assets of TelAir Network, Inc. Newspaper advertising revenue increased 9.2% on a 0.5% gain in full-run ROP linage. Excluding the impact of a 46-day strike in Philadelphia in 1985, linage declined 1.2%, due to softness in Miami and various airline mergers. Consistent with the company's experience, newspaper advertising, particularly retail and classified, mirrored the general state of the economy in 1984 and 1985. In 1985, newspaper advertising revenue increased 2.9% on a 2.4% decline in full-run ROP linage. The linage decline resulted from the strike in Philadelphia and softness in Miami. Fueled by a strengthening economy in 1984, full-run advertising revenue was up 14.7% on a 4.6% increase in full-run linage.
A Look Ahead We are optimistic for continued strong revenue growth for the company's newspapers and for the BIS Division. The average price of newsprint for 1995 is expected to be at least 40% higher than in 1994, and all of the company's operations are identifying and targeting new sources of revenue and ways to reduce other costs and operate more efficiently to help offset the increase. The company expects to continue its share repurchase program in 1995, should the share price continue to be the relative bargain we found it to be at the end of 1994. Share repurchases would increase debt and interest and have a slightly favorable impact on the company's earnings per share. The newsprint production companies that we partially own will show significant improvement in 1995 as a result of recent and expected newsprint price increases.
Recent Acquisitions/Investments 1994 - In January, the company acquired the assets of Technimetrics, a leading publisher of investor information and business executives and global investment professional listings. Also in January, Knight-Ridder Information, Inc., (KRII) entered into a joint venture with Southam Electronic Publishing, creating a new archival information service called Infomart Dialog. Effective April 1994, Knight-Ridder Financial purchased its former agent in Germany, Real Time Information GmbH, today known as Knight-Ridder Financial-Germany (KRF Germany). KRF Germany is a real-time financial news and pricing provider.
In the second quarter, Journal of Commerce (JoC) formed a joint venture partnership with American Systems, Inc., which specializes in the development of customer software solutions for the transportation industry. The joint venture, Transax Systems, provides tariff filings and retrieval products. At the end of the third quarter, KRII acquired the remaining shares of Article Express International (AEI), a leading document delivery supplier. AEI is now a wholly owned subsidiary and is included in the operating results of the BIS Division. JoC also purchased Gulf Shipper, a magazine responsible for the publication of shipping schedules.
Capital Spending Program The company's capital spending program includes normal replacements, productivity improvements, capacity increases, building construction and expansion, and printing press equipment. Over the past three years, expenditures have totaled $237.6 million for these items. Construction of the 693,000-square-foot production facility in Philadelphia began in 1989. The $299.5 million plant became fully operational in 1993. Also included in capital expenditures is the Charlotte press project that began in 1994. The $35.0 million press expansion is expected to be completed during 1996, when the second of two new presses becomes operational. 1994 investment in our BIS Division included mainframe computer equipment enhancements of $3.6 million at Knight-Ridder Information, Inc., and subscriber equipment purchases of $14.0 million at Knight-Ridder Financial.
Financial Position and Liquidity 1994 vs. 1993 During 1994, net cash provided by operating activities increased $39.1 million to $369.1 million. The increase was attributed to higher earnings and increased distributions from investees. The ratio of current assets to current liabilities was 1.0:1 at year end. Cash and short-term investments were $9.3 million at the end of 1994, a $13.8 million decrease from last year. During 1994, the company repurchased 2.5 million of its shares in the open market for an aggregate price of $137.0 million. In January 1994, $40.0 million in 9.05% notes payable matured. Total debt at year-end 1994 was $39.6 million less than in 1993. As a result, the total-debt-to-total-capital ratio improved from 26.6% in 1993 to 25.2% in 1994. Standard & Poor's and Moody's rate the company's commercial paper A1+ and P1 and long-term bonds AA- and A1, respectively.
Average outstanding commercial paper during the year was $101.0 million with an average effective interest rate of 4.0%. At year-end 1994, commercial paper outstanding was $54.8 million and aggregate unused credit lines were $445.2 million. Various libel actions, environmental and other legal proceedings that have arisen in the ordinary course of business are pending against the company and its subsidiaries. In the opinion of management, the ultimate liability to the company and its subsidiaries as a result of these actions and proceedings will not be material. In early 1995, the company reached an agreement in principle with The Economist Group in London to sell the Journal of Commerce for $115 million. The sale is expected to be completed in April 1995. The after-tax proceeds of the sale will be utilized primarily for debt reduction and share repurchases.
1993 vs. 1992 During 1993, net cash provided by operating activities decreased 2.5% from 1992 to $330.0 million. Cash and short-term cash investments were $23.0 million at year end, down $74.1 million from the prior year. The decrease in cash and short-term cash investments was due primarily to the acquisition of Data-Star and Equinet, the repurchase of treasury shares and the prepayment of debt. During 1993, the company acquired 750,000 shares of its common stock in the open market for an aggregate price of $40.7 million. Approximately $100 million in notes payable, bearing 8.0% interest and maturing in 1996, were early retired in April 1993. Total debt at year-end 1993 was $109.2 million less than at year-end 1992. This resulted in a reduced total-debt-to-total-capital ratio of 26.6% from 32.2%. Average outstanding commercial paper during the year was $97.4 million with an average effective interest rate of 3.2%. At the end of 1993, commercial paper outstanding was $54.0 million.
1992 vs. 1991 During 1992, net cash provided by continuing operations was $338.5 million, an increase of $32.5 million from 1991 due to investee distributions being less than investee earnings and net changes in working capital. Cash and short-term cash investments of $97.1 million were $70.9 million more than the prior year. Net cash required for investing activities decreased $9.9 million, or 5.1%, from 1991 levels, due to completion of the Philadelphia plant. Total debt declined $46.6 million from 1991 levels. This resulted in a reduced total-debt-to-total-capital ratio from 34.6% to 32.2%. These ratios improved despite the FAS 106 and FAS 109 net cumulative charge of $105.2 million.
Average outstanding commercial paper during the year was $54.6 million with an average effective interest rate of 4.3%. At the end of 1992, commercial paper outstanding was $62.3 million.
Effect of Changing Prices
The Consumer Price Index, a widely used measure of the impact of changing prices, has increased only moderately in recent years, up between 3% and 6% each year since 1983. Historically, when inflation was at higher levels, the impact on the company's operating costs was not significant. Historical cost depreciation charges may not accurately reflect the economic cost of replacing capital assets, but depreciation expense represents less than 5% of total operating costs. Newsprint expense represents a significant percentage of total costs, but it is a relatively current cost as inventory levels normally fluctuate between a 30- and 45-day supply. Labor and other operating costs are, by their very nature, current costs. The principal effect of inflation on the company's operating results is to increase reported costs. Historically, the company has demonstrated the ability to raise sales prices to offset these cost increases.
ITEM 8.
ITEM 8. Financial statements and supplementary data ------------------------------------------- See Quarterly Operations in Item 5
Notes to Consolidated Financial Statements
Note A Summary of Significant Accounting Policies
A description of the company's business and the nature and scope of its operations are set forth in items 1 & 2. Reading this information is recommended for a more complete understanding of the financial statements. The company reports on a fiscal year, ending the last Sunday in the calendar year. Results for 1994, 1993 and 1992 are for the 52 weeks ended Dec. 25, Dec. 26 and Dec. 27, respectively. The basis of consolidation is to include in the consolidated financial statements all the accounts of Knight-Ridder, Inc., and its more-than-50%-owned subsidiaries. All significant intercompany transactions and account balances have been eliminated in consolidation. The company is a 50% partner in the Detroit Newspaper Agency (DNA), a joint operating agency between Detroit Free Press, Inc., a wholly owned subsidiary of Knight-Ridder, Inc., and The Detroit News, Inc., a wholly owned subsidiary of Gannett Co., Inc. The Consolidated Statement of Income includes on a line-by-line basis the company's pro rata share of the revenue and expense generated by the operation of the agency.
Investments in companies in which Knight-Ridder, Inc., has an equity interest of at least 20% but not more than 50% are accounted for under the equity method. Under this method, the company records its share of earnings as income and increases the investment by the equivalent amount. Dividends are recorded as a reduction in the investment. All other investments are recorded at the lower of cost or net realizable value, and the company recognizes income from such investments upon receipt of a dividend. The investment caption "Equity in unconsolidated companies and joint ventures" in the Consolidated Balance Sheet represents the company's equity in the net assets of the Detroit Newspaper Agency, the Seattle Times Company and subsidiaries, a company responsible for the sales and services of general, retail and classified advertising accounts for a group of newspapers, two newsprint mill partnerships, a cable television joint venture and a joint venture that offers full-service copies of original journal articles. The company owns 49-1/2% of the voting common stock and 65% of the nonvoting common stock of the Seattle Times Company, owns 33-1/3% of the voting stock of Newspapers First, is a one-third partner in the Southeast Paper Manufacturing Co., owns a 13-1/2% equity share of Ponderay Newsprint Company, and jointly owns TKR Cable Company and TKR Cable Partners. Effective December 1992, after a restructuring, the company has a 15% interest in TCI/TKR Limited Partnership through TKR Cable Partners. Prior to December 1992, the company held a 7-1/2% interest in SCI Holdings, Inc., the holding company for Storer Communications, Inc. Knight-Ridder Information, Inc., a Knight-Ridder subsidiary, in October 1994 acquired additional shares of Article Express International, Inc. (AEI), in which it previously held a minority ownership, resulting in AEI becoming a wholly owned subsidiary. The impact is not material. The investment in unconsolidated companies and joint ventures at Dec. 25, 1994, includes $68.4 million representing the company's share of undistributed earnings (excluding the DNA) accumulated since the investment dates. The company's share of the earnings of the unconsolidated companies (except for the DNA) of $7.4 million in 1994, $7.3 million in 1993 and $3.9 million in 1992 is included in the caption "Equity in earnings of unconsolidated companies and joint ventures" in the Consolidated Statement of Income. Dividends and cash distributions received from the unconsolidated companies and joint ventures (excluding the DNA) were $3.1 million in 1994, $3.0 million in 1993 and $2.8 million in 1992 and were offset against the investment account.
Fort Wayne Newspapers, Inc., Infomart Dialog and Transax Systems are the only consolidated subsidiaries and joint ventures that have a minority ownership interest. The minority shareholder's interest in the net income of these subsidiaries has been provided for as an expense in the Consolidated Statement of Income in the caption "Minority interests in earnings of consolidated subsidiaries." Also included in this caption is a contractual minority interest resulting from a Joint Operating Agreement between Miami Herald Publishing Co. and Cox Newspapers. The company's liability to the minority interest shareholders is included in the Consolidated Balance Sheet caption, "Minority Interests in Consolidated Subsidiaries." "Cash and short-term cash investments" includes currency and checks on hand, demand deposits at commercial banks, overnight repurchase agreements of government securities and investment-grade commercial paper with maturities of fewer than 90 days. Cash and short-term investments are recorded at cost. Due to the short-term nature of marketable securities, cost approximates market value. In 1994, the company adopted Statement of Financial Accounting Standards (FAS) 115, Accounting for Certain Investments in Debt and Equity Securities, the impact of which was not material. "Inventories" are priced at the lower of cost (first-in, first-out FIFO method), or market. Most of the inventory is newsprint, ink and other supplies used in printing newspapers. "Property, plant and equipment" is recorded at cost and the provision for depreciation for financial statement purposes is computed principally by the straight-line method over the estimated useful lives of the assets. The company capitalizes interest expense as part of the cost of major construction projects. "Excess of cost over net assets acquired" arises from the purchase of at least a 50% interest in a company for a price higher than the fair market value of the net tangible assets. Intangible assets of this type arising from acquisitions accounted for as purchases and occurring subsequent to Oct. 31, 1970, totaled approximately $799.5 million at Dec. 25, 1994. They are generally being amortized over a 40-year period on a straight-line basis, unless management has concluded a shorter term is more appropriate. If, in the opinion of management, an impairment in value occurs, based on the undiscounted cash flow method, any necessary additional write-downs will be charged to expense. "Deferred revenue" arises as a normal part of business from advance subscription payments for newspapers and business information services. Revenue is recognized in the period in which it is earned.
"Short-term borrowings" represents the carrying amounts of commercial paper and other short-term borrowings that approximate fair value. "Long-term debt" represents the carrying amounts of debentures and notes payable. Fair values, disclosed in Note C, are estimated using discounted cash flow analyses based on the company's current incremental borrowing rates for similar types of borrowing arrangements. In 1992, the company adopted FAS 106, Accounting For Postretirement Benefits Other Than Pensions, and FAS 109, Accounting For Income Taxes. The effects of adoption are described in Notes I and B, respectively. In 1994, the company adopted FAS 112, Employers' Accounting for Postemployment Benefits. The adoption of FAS 112 did not materially impact the consolidated financial statements. In 1995, the company plans to adopt FAS 116, Accounting For Contributions Received and Contributions Made. The impact on the consolidated financial statements will not be material. Earnings per share is computed by dividing net income by the weighted average number of common and common equivalent shares outstanding. Quarterly earnings per share may not add to the total for the year, since each quarter and the year are calculated separately based on average outstanding shares during the period. Certain amounts in 1993 and 1992 have been reclassified to conform to the 1994 presentation.
Note B Income Taxes The company's income tax expense is determined under the provisions of Statement of Financial Accounting Standards 109, Accounting for Income Taxes, which was adopted in 1992. This accounting standard requires the use of the liability method in adjusting previously deferred taxes for changes in tax rates. The company chose to reflect the cumulative effect of adopting this standard as a change in accounting principle as of the beginning of 1992. The adoption resulted in a credit to earnings of $25.8 million. Prior years' financial statements were not restated. Substantially all of the company's earnings are subject to domestic taxation. No material foreign income taxes have been imposed on reported earnings.
Cash payments of income taxes for the years 1994, 1993 and 1992 were $104.5 million, $82.7 million and $60.2 million, respectively. Payments in 1993 include the payment and settlement of prior year state and federal income tax examinations.
The deferred tax asset and liability at the fiscal year end is comprised of the following components (in thousands):
The components of deferred taxes included in the Consolidated Balance Sheet are as follows (in thousands):
The following table presents the approximate annual maturities of long-term debt for the five years after 1994 (in thousands):
The carrying amounts and fair values of debt as of Dec. 25, 1994, are as follows (in thousands):
Note D - Unconsolidated Companies and Joint Ventures
At the end of the third quarter 1994, the company purchased the remaining shares of Article Express International (AEI). As a wholly owned subsidiary, AEI's 1994 financial information is reported in the consolidated financial statements and is excluded from above except for the company's share of AEI's net income prior to acquisition. In 1989, the Detroit Free Press and The Detroit News began operating under a joint operating agreement as the Detroit Newspaper Agency (DNA). Balance sheet amounts for the DNA at Dec. 25, 1994, Dec. 26, 1993, and Dec. 27, 1992, are included above and the net assets contributed to the DNA are included in "Equity in unconsolidated companies and joint ventures" in the Consolidated Balance Sheet.
Note E Capital Stock
In 1991, shareholders authorized 20.0 million shares of preferred stock for future issuance. Common stock authorized for issuance is 250.0 million shares at par value $.02-1/12 per share. The Employees Stock Purchase Plan provides for the sale of common stock to employees of the company and its subsidiaries at a price equal to 85% of the market value at the end of each purchase period. Participants under the plan received 310,123 shares in 1994, 278,251 shares in 1993 and 240,022 shares in 1992. The purchase price of shares issued in 1994 under this plan ranged between $41.23 and $48.72, and the market value on the purchase dates of such shares ranged from $48.50 to $57.31. The Employee Stock Option Plan provides for the issuance of nonqualified stock options and incentive stock options. Options are issued at prices not less than market value at date of grant and until 1994 were exercisable at issue date. Options granted in 1994 are exercisable in three equal installments vesting over a three-year period from the date of grant. There is no expiration date for the granting of options, but options must expire no later than 10 years from the date of grant. The option plan provides for the discretionary grant of stock appreciation rights (SARs) in tandem with previously granted options, which allow a holder to receive in cash, stock or combinations thereof the difference between the exercise price and the fair market value of the stock at date of exercise. The value of stock appreciation rights is charged to compensation expense. When options and stock appreciation rights are granted in tandem, the exercise of one cancels the exercise right of the other. Proceeds from the issuance of shares under these plans are included in shareholders' equity and do not affect income.
Transactions under the Employee Stock Option Plan are summarized as follows:
The exercise price of the shares issued upon exercise of stock options in 1994 ranged between $28.75 and $58.63. In 1993, shareholders voted in favor of a proposal amending the Employee Stock Option Plan to make an additional 3.5 million shares of the company's common stock available for options. In addition, shareholders voted in favor of an amendment to make 1.5 million shares of common stock available for purchase under the Employees Stock Purchase Plan. At Dec. 25, 1994, shares of the companys authorized but unissued common stock were reserved for issuance as follows:
Shares --------- Employee stock option plans 2,855,468 Employees stock purchase plan 1,430,966 --------- Total 4,286,434 =========
Since 1984, the company has purchased 23.7 million shares of its own stock for approximately $1.0 billion. See Treasury Stock Purchases in Item 5. Each holder of a common share has been granted a right, under certain conditions, to purchase from the company one common share at a price of $200, subject to adjustment. The rights provide that in the event the company is a surviving corporation in a merger, each holder of a right will be entitled to receive common shares having a value equal to two times the exercise price of the right. In the event the company engages in a merger or other business combination transaction in which the company is not the surviving corporation, the rights agreement provides that proper provision shall be made so that each holder of a right will be entitled to receive common stock of the acquiring company having a value equal to two times the exercise price of the right. The rights agreement also provides that in the event any person acquires 20% or more of the company's outstanding common stock (other than pursuant to an offer for all outstanding stock that the board determines is fair and in the best interests of the company and stockholders), each right (other than rights held by the person who has acquired such 20% or larger block) will entitle its holder to purchase common stock of the company having a value equal to twice the exercise price of the right. No rights certificates will be distributed until 10 days following a public
announcement that a person or group has acquired beneficial ownership of 20% or more of the company's outstanding common stock, or 10 days following the commencement of a tender offer or exchange offer for 20% or more of the company's outstanding stock. Until such time, the rights are evidenced by the common share certificates of the company. The rights are not exercisable until distributed and will expire on July 10, 1996, unless earlier redeemed. The company has the option to redeem the rights in whole, but not in part, at a price of $.05 per right.
Note F Retirement Plans The company and its subsidiaries have several company-administered noncontributory defined benefit plans covering most non-union employees. These plans provide benefits that are based on the employees' compensation during various times before retirement. The funding policy for these plans is to contribute annually an amount that is intended to provide the projected benefit earned during the year for the covered employees. The company also contributes to certain union-administered, company-administered and jointly administered negotiated plans covering union employees. The funding policy for these plans is to make annual contributions in accordance with applicable agreements. The company also sponsors certain defined contribution plans established pursuant to Section 401(k) of the Internal Revenue Code. Subject to certain dollar limits, employees may contribute a percentage of their salaries to these plans, and the company will match a portion of the employees' contributions.
A summary of the components of net periodic pension cost for the defined benefit plans (both company-administered non-negotiated and single-employer negotiated plans) is presented here, along with the total amounts charged to pension expense for multi-employer union plans, defined contribution plans and other agreements (in thousands):
The following table sets forth the funded status and amounts recognized in the Consolidated Balance Sheet for the defined benefit plans (in thousands):
Of the eight plans whose Accumulated Benefits exceed assets, four are nonqualified pension plans. These unfunded plans have total Accumulated Benefits of $13.6 million. Net pension assets are included in "Other" noncurrent assets and net pension liabilities are included in "Employment benefits and other noncurrent liabilities." Substantially all of the assets of the company-administered plans are invested in listed stocks and bonds.
Note G Segment Information The company is a diversified information and communications company with two principal business segments: Newspapers and Business Information Services. Financial data regarding the company's business segments are presented in Items 1 & 2 in the supplemental information. Operating revenue by industry segment includes sales to unaffiliated customers, as reported in the company's consolidated income statement. Operating income is operating revenue less operating expenses, including depreciation expense and amortization of intangibles. General corporate expenses are not allocated to the Newspaper or Business Information Services divisions. Equity in earnings of unconsolidated companies and joint ventures, minority interests in earnings of consolidated subsidiaries, interest income, net interest expense, other non-operating income and expense items, as well as income taxes, have not been included in the amounts reflected as operating income by segment. Identifiable assets by segment are all assets employed in the individual operations of each business segment and excess of cost over net assets acquired associated with acquisitions in each segment. General corporate assets include cash and equivalents, other investments, net assets of unconsolidated companies and joint ventures (other than the Detroit Newspaper Agency, which is included in Newspaper Division assets), and property, plant and equipment used primarily for corporate purposes. Investments in unconsolidated companies and joint ventures are discussed in Notes A and D.
Note H Acquisitions In January 1994, the company (through its wholly owned subsidiary Knight-Ridder Business Information Services, Inc.) acquired all of the assets of Technimetrics. Technimetrics is a leading publisher of investor relation information and business executive and institutional investor holdings information.
In April 1994, Knight-Ridder Financial purchased Real Time Information GmbH, a provider of real-time financial news and pricing. During July 1994, the company purchased all the assets of Gulf Shipper, a publisher of ship schedules. At the end of the 1994 third quarter, Knight-Ridder Information, Inc., (KRII) purchased the remaining stock of Article Express International (AEI). KRII previously held a minority interest in AEI, which is a leading document delivery supplier. The acquisitions were accounted for as purchases and, accordingly, the accompanying financial statements include the results of their operations from the acquisition dates. The cost of acquisitions is included in the caption "Other items, net" in the "Cash Required For Investing Activities" section of the Consolidated Statement of Cash Flows. The effect on operations and pro forma results of operations was not material.
Note I Postretirement Benefits Other Than Pensions The company and its subsidiaries have defined postretirement benefit plans that provide medical and life insurance for retirees and eligible dependents. Effective with the beginning of fiscal year 1992, the company implemented, on the immediate recognition basis, Statement of Financial Accounting Standards (FAS) 106, Employers' Accounting for Postretirement Benefits Other Than Pensions. This statement requires that the cost of these benefits, which are primarily for health care and life insurance, be recognized in the financial statements throughout the employees' active working careers. The company's previous practice was to expense these costs on a cash basis, principally after retirement. The cumulative effect of adopting FAS 106 on the immediate recognition basis, as of the beginning of 1992, was to reduce net income by $131.0 million (net of income taxes of $80.3 million), or $2.37 per share. This charge includes a previously unrecognized accumulated postretirement benefit obligation of $211.3 million, including $47.2 million related to the company's share of the Detroit Newspaper Agency (DNA). This obligation was based on plans in place at the beginning of 1992. The 1992 after-tax impact of FAS 106 (excluding the cumulative effect of adoption) was to reduce earnings by $4.0 million, or $.07 per share.
The company valued the accumulated postretirement benefit obligation using the following assumptions:
In 1992, the company announced several changes to its retiree non-union benefit plans that established a maximum annual dollar cap for medical premiums the company would pay and eliminated coverage for future retirees after the age of 65. During 1993 and 1994, many of the company's unions adopted similar changes to their retiree benefit plans. These plan amendments resulted in an unrecognized reduction in prior service cost, which is being amortized over future years. Most current retirees will keep their current plans. 1993 and 1994 reflect full-year amortization for the reduction in prior service cost. The following tables present the funded status of the company's benefit plans (excluding liabilities of the DNA that are reported in the Consolidated Balance Sheet under the investment caption "Equity in unconsolidated companies and joint ventures") and the components of 1994, 1993 and 1992 periodic expense (in thousands):
Note J Commitments and Contingencies
At Dec. 25, 1994, the company had lease commitments currently estimated to aggregate approximately $106.1 million that expire from 1995 through 2051 as follows (in thousands):
Payments under the lease contracts were $27.0 million in 1994, $25.4 million in 1993 and $25.2 million in 1992. Various libel actions, environmental and other legal proceedings that have arisen in the ordinary course of business are pending against the company and its subsidiaries.
In 1990, a verdict was rendered against the company's subsidiary, Philadelphia Newspapers, Inc. (PNI), publisher of The Philadelphia Inquirer and Philadelphia Daily News, in a libel action entitled Sprague v. Philadelphia Newspapers, Inc., for $2.5 million in compensatory damages and $31.5 million in punitive damages. Following entry of the judgment on Sept. 15, 1992, PNI appealed the judgment to the Pennsylvania Superior Court. The Superior Court has affirmed the $2.5 million in compensatory damages and vacated the $31.5 million award of punitive damages. The court remanded the case to the trial court, which will either hold a new trial solely on the issue of punitive damages or reduce the punitive damages judgment to $21.5 million. PNI believes that substantial grounds exist for a decision by an appellate court to grant a new trial on all issues. In the opinion of management, the ultimate liability to the company and its subsidiaries as a result of this and other legal proceedings will not be material.
Management's Responsibility for Financial Statements Shareholders: The consolidated financial statements and other financial information were prepared by management in conformity with generally accepted accounting principles applied on a consistent basis throughout the periods. The manner of presentation, the selection of accounting policies and the integrity of the financial information are the responsibility of management. Some of the amounts included in the financial statements are estimates based on management's best judgment of current conditions and circumstances. To fulfill its responsibilities, management has developed and continues to maintain a system of internal accounting controls. We believe the controls in use are adequate to provide reasonable assurance that assets are safeguarded from loss or unauthorized use, and that the financial records are reliable for preparing the financial statements and maintaining accountability for assets. These systems are augmented by written policies, organizational structures providing for division of responsibilities, qualified financial officers at each operating unit, careful selection and training of financial personnel and a program of internal audits. There are, however, inherent limitations in any control system, in that the cost of maintaining a control system should not exceed the benefits to be derived. The Audit Committee of the Board of Directors is composed of outside directors and meets periodically with management, internal auditors and independent auditors, both separately and together, to review and discuss the auditors' findings and other financial and accounting matters. Both the independent and internal auditors have free access to the committee.
The consolidated financial statements have been audited by the company's independent auditors and their report is presented below. The independent auditors are elected each year at the annual shareholders meeting based on a recommendation by the Audit Committee and the Board of Directors.
James K. Batten ----------------- James K. Batten Chairman and Chief Executive Officer
Ross Jones ---------------- Ross Jones Senior Vice President/Finance and Chief Financial Officer
Report of Independent Certified Public Accountants Shareholders Knight-Ridder, Inc.
We have audited the accompanying consolidated balance sheet of Knight-Ridder, Inc., and subsidiaries as of Dec. 25, 1994, Dec. 26, 1993, and Dec. 27, 1992, and the related consolidated statements of income, cash flows and shareholders' equity for the years then ended. Our audits also included the financial statement schedule listed in the index at Item 14(a). These financial statements and schedule are the responsibility of the company's management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Knight-Ridder, Inc., and subsidiaries at Dec. 25, 1994, Dec. 26, 1993, and
Dec. 27, 1992, and the consolidated results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein. As discussed in Notes B and I to the financial statements, in 1992 the company changed its method of accounting for income taxes and postretirement benefits other than pensions.
Ernst & Young LLP
Miami, Florida January 31, 1995
ITEM 9.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and --------------------------------------------------------------- Financial Disclosure. ---------------------
Not Applicable
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant -------------------------------------------------- 1995 Proxy Statement page 2, "Election of Directors"; page 3, "Nominees for Election as Directors for Terms Ending 1998"; page 3, "Nominees for Election as Directors for Terms Ending 1996"; page 15, "Certain Relationships and Reports of Certain Stock Transactions"; page 7, "Compensation Committee Interlocks and Insider Participation."
Knight-Ridder Executive Committee
James K. Batten, 59, chairman since 1989 and chief executive officer since 1988. Served as president 1982 to 1989; senior vice president 1980 to 1982; vice president/news 1975 to 1980; Charlotte Observer executive editor 1972 to 1975. Advanced Management Program, Harvard Business School, 1981; M.P.A., public affairs, Princeton University, 1962; B.S., chemistry/biology, Davidson College, 1957.
Alvah H. Chapman Jr., 73, chairman of the Executive Committee since 1984. Served as chairman of the board 1982 to 1989; chief executive officer 1976 to 1988; president 1973 to 1982; executive vice president 1967 to 1973; vice president 1966 to 1967; Miami Herald general manager 1962 to 1969. B.S., business administration, The Citadel, 1942.
Mary Jean Connors, 42, vice president/human resources since 1989. Served as Philadelphia Newspapers, Inc., vice president/human resources 1988 to 1989; assistant to the senior vice president/news for Knight-Ridder 1988; The Miami Herald assistant managing editor/personnel 1985 to 1988; held various editing positions at The Miami Herald 1980 to 1985. B.A., English, Miami University in Oxford, Ohio, 1973.
John C. Fontaine, 63, executive vice president since 1994; senior vice president 1987 to 1993; general counsel 1980 to 1993. Formerly a partner with Hughes Hubbard & Reed. LL.B., Harvard Law School, 1956; B.A., political science, University of Michigan, 1953.
Ross Jones, 52, senior vice president and chief financial officer since 1993. Served as vice president/finance in 1993; vice president and treasurer of Reader's Digest Association, Inc., 1985 to 1993 and in other positions there 1977 to 1985. Served as manager at Brown Brothers Harriman & Co. 1970 to 1977. M.B.A., finance, Columbia University Business School, 1970; B.A., classics, Brown University, 1965.
Bernard H. Ridder Jr., 78, former chairman of the board 1979 to 1982; former chairman of the Executive Committee 1976 to 1984; former vice chairman of the board 1974 to 1979. Served as president and chief executive officer of Ridder Publications, Inc., 1969 to 1974. B.A., history, Princeton University, 1938.
P. Anthony Ridder, 54, president since 1989; president of the Newspaper Division since 1986; chairman of the Operating Committee since 1985. Served as publisher of the San Jose Mercury News 1977 to 1986; general manager 1975 to 1977; business manager 1969 to 1975. B.A., economics, University of Michigan, 1962.
Patrick J. Tierney, 49, chief executive officer and president of Knight-Ridder Information, Inc., since 1991. Served as vice president and general manager of the information services division of TRW, Inc. M.B.A., University of Colorado, 1970; B.S., business, University of Colorado, 1967.
Other Officers
Marty Claus, 46, vice president/news since 1993. Served as Detroit Free Press managing editor/business and features from 1987 to 1992; held various editing positions at the Free Press 1977 to 1987. Held various writing and editing positions at the San Bernardino (Calif.) Sun-Telegram 1970 to 1977. B.A., journalism, Michigan State University Honors College, 1970.
Gary R. Effren, 38, vice president/controller since February 1995. Served as assistant vice president/ assistant treasurer 1993 to 1995; assistant to the vice president/finance and treasurer 1989 to 1993; director of corporate accounting 1986 to 1989; business manager of Viewdata Corp. of America 1984 to 1986; manager of financial reporting 1983 to 1984. M.B.A., University of Miami, 1989; B.S., accounting, Rider College, 1978; CPA.
Virginia Dodge Fielder, 46, vice president/research since 1989. Served as vice president/news and circulation research 1986 to 1989. Served as director/news and circulation research 1981 to 1985; editorial research manager, Chicago Sun-Times 1979 to 1981; held various positions at Lexington Herald-Leader 1976 to 1979. Ph.D., mass communications, Indiana University, 1976; M.A., journalism, Indiana University, 1974; B.A., psychology, Transylvania University, 1970.
Douglas C. Harris, 55, vice president and secretary since 1986. Served as vice president/personnel 1977 to 1985; director/personnel 1972 to 1977. Formerly with Peat, Marwick, Mitchell and Co. as director of college and special recruiting. Advanced Management Program, Harvard Business School, 1987; Ed.D., counseling and guidance, Indiana University, 1968; M.S., student personnel, Indiana University, 1964; B.S., business administration, Murray State University, 1961.
Clark Hoyt, 52, vice president/news since 1993. Served as chief of the Knight-Ridder Washington Bureau 1987 to 1993; news editor 1985 to 1987; managing editor, The Wichita Eagle 1981 to 1985; various editing positions, Detroit Free Press 1977 to 1981; various reporting positions, the Detroit Free Press and Washington Bureau. B.A., English literature, Columbia College, 1964.
Robert D. Ingle, 55, vice president/new media since January 1995. Served as president and executive editor of the San Jose Mercury News since 1981; managing editor, The Miami Herald 1977 to 1981; various editing positions, The Miami Herald 1962 to 1977. B.A., journalism and political science, University of Iowa, 1962.
Polk Laffoon IV, 49, vice president/corporate relations since 1994. Served as assistant to the president 1992 to 1994; assistant circulation director/distribution, The Miami Herald, 1991 to 1992; executive assistant to the vice president/marketing 1989 to 1991; Living Today editor, 1987 to 1989. Served as director and vice president/investor relations, Taft Broadcasting Co., 1982 to 1987. M.B.A., marketing, Wharton School, 1970; B.A., English, Yale, 1967.
Tally C. Liu, 44, vice president/finance and administration since December. Served as vice president/finance and controller 1993 to 1994; vice president and controller 1990 to 1993. Served as San Jose Mercury News vice president and chief financial officer 1987 to 1990; chief financial officer 1986 to 1987; controller 1983 to 1986; Boca Raton News controller 1980 to 1983; assistant controller 1978 to 1980. M.B.A., Florida Atlantic University, 1977; B.S., business administration, National Chen-Chi University, 1973; CPA.
Larry D. Marbert, 41, vice president/technology since 1994. Served as Philadelphia Newspapers, Inc., senior vice president/operations 1991 to 1994; vice president/operations research and planning 1988 to 1991; vice president/production 1986 to 1988; Knight-Ridder director of production/Newspaper Division 1981 to 1986; various production positions, The Miami Herald 1977 to 1981. M.S., management science, Auburn University, 1977; B.S., University of North Carolina, business administration, 1976.
Frank McComas, 49, vice president/operations since February 1995. Served as publisher, The (Columbia) State, 1988 to 1995; publisher, Bradenton Herald, 1980 to 1988; held various positions at The Miami Herald and The Charlotte Observer, 1970 to 1980. B.B.A. in business administration, Kent State University, 1968.
Cristina Lagueruela Mendoza, 48, vice president/general counsel since 1993; vice president/associate general counsel 1992 to 1993; associate general counsel 1990 to 1992. Served as a partner in Murai, Wald, Biondo, Moreno & Mendoza, P.A., 1988 to 1990; associate 1984 to 1988. J.D., University of Miami Law School, 1982; M.A., political science, University of Miami, 1967; B.A., political science, Chatham College, 1966.
Peter E. Pitz, 53, vice president/operations since 1994. Served as vice president/technology 1989 to 1994; San Jose Mercury News vice president/operations 1987 to 1989; Detroit Free Press director of operations 1983 to 1987; Denver Post operations manager 1974 to 1983. M.B.A., Denver University, 1979; B.S., business administration, Northern Illinois University, 1963.
David K. Ray, 53, president of Business Information Services Division since 1983; Knight-Ridder vice president since 1980. Formerly a vice president, LIN Broadcasting Co. M.B.A., University of Chicago, 1965; B.A., liberal arts, Colgate University, 1963.
Sharon Studer, 43, vice president/new ventures since October. Served as partner in KPMG Peat Marwick in London 1990 to 1994. Ph.D., social psychology and research, University of Minnesota, 1978; B.S., psychology, University of Minnesota, Morris, 1973.
Homer E. Taylor, 52, vice president/supply since 1987. Formerly vice president/manufacturing and supply with Scripps Howard. B.S., business, West Virginia Institute of Technology, 1973; A.S., electrical engineering, West Virginia Institute of Technology, 1970.
Jerome S. Tilis, 52, vice president/marketing since 1987. Served as president of the Detroit Free Press 1985 to 1989; senior vice president of Philadelphia Newspapers, Inc., 1980 to 1985; vice president of advertising sales and marketing 1979 to 1980; advertising director 1977 to 1979. Advanced Management Program, Harvard Business School, 1984; B.S., chemistry, Hunter College, 1964.
Knight-Ridder Board
The Knight-Ridder Board of Directors is composed of members who represent a wide cross-section of American business and journalism. The group includes highly experienced investment and commercial bankers, leaders of top American corporations, senior executives and retired executives of the company and members of the Knight and Ridder families. The group is the central governing body of the company.
James K. Batten, 59, chairman and chief executive officer, a director since 1981; advanced Management Program, Harvard Business School, 1981; M.P.A., public affairs, Princeton University, 1962; B.S., chemistry/biology, Davidson College, 1957.
P. Anthony Ridder, 54, president of Knight-Ridder and of the Newspaper Division, a director since 1987; B.A., economics, University of Michigan, 1962.
Gonzalez F. Valdes-Fauli, 48, regional chief executive: Latin America of Barclays Bank PLC, a director since 1992; master's in international finance, Thunderbird Graduate School for International Management, 1970; B.S., economics, Spring Hill College, 1968.
Joan Ridder Challinor, 67, a director since 1989; Ph.D., U.S. history, The American University in Washington, D.C., 1982; M.A., U.S. history/ancient history, The American University, 1974; B.A., history, The American University, 1971.
Barbara Barnes Hauptfuhrer, 66, director of several public companies, a Knight-Ridder director since 1979; B.A., sociology and economics, Wellesley College, 1949.
Eric Ridder, 76, publisher emeritus of The Journal of Commerce, a director since 1983; attended Harvard University.
John L. Weinberg, 70, senior chairman of Goldman, Sachs & Co., a director since 1969; M.B.A., business administration, Harvard University, 1950; B.A., economics, Princeton University, 1948.
Thomas L. Phillips, 70, retired chairman and chief executive officer of Raytheon Co., a director since 1983; M.S., electrical engineering, Virginia Polytechnic Institute, 1948; B.S., electrical engineering, Virgina Polytechnic, 1947.
Alvah H. Chapman Jr., 73, chairman of the Executive Committee and former chairman of the board and chief executive officer, a director since 1962; B.S., business administration, The Citadel, 1942.
Peter C. Goldmark Jr., 54, president of The Rockefeller Foundation, a director since 1990; B.A., government, Harvard College, 1962.
Randall L. Tobias, 52, chairman and chief executive officer of Eli Lilly and Company, a director since March 1994; B.S., business, Indiana University, 1964.
William S. Lee, 65, chairman emeritus of Duke Power, a director since 1990; B.S., civil engineering, Princeton University, 1951.
Ben R. Morris, 72, former president of The State-Record Company, a director since 1986; B.S., textile engineering, North Carolina State University, 1948.
Barbara Knight Toomey, 57, experienced in management consulting, data retrieval and storage, resort management and library science, a director since 1989; B.A., geography and zoology, Boston University, 1959.
Jesse Hill Jr., 68, chairman and chief executive officer of Atlanta Life Insurance Co., a director since 1980; M.B.A., actuarial science, University of Michigan, 1949; B.S., mathematics and physics, Lincoln University, 1947.
C. Peter McColough, 72, former chairman and CEO of Xerox Corp., a director since 1982; LL.B., law, Dalhousie University (Nova Scotia), 1947; M.B.A., Harvard University, 1949.
11. Executive Compensation ---------------------- 1995 Proxy Statement, pages 7 and 8, "Compensation Committee Interlocks and Insider Participation"; pages 8 through 10, "Compensation Committee Report"; page 8, "Executive Compensation"; page 11, "Senior Executive Compensation"; page 12, "Stock Options Granted"; pages 12 and 13, "Stock Options Exercised"; page 13, "Pension Benefits"; page 14 "Performance of the Company's Stock"; and page 15, "Compensation of Directors"
12. Security Ownership of Certain Beneficial Owners and Management -------------------------------------------------------------- 1995 Proxy Statement page 1, "Common Stock Outstanding and Principal Holders" and page 6, "Security Ownership of Management"
See Note E in Item 8.
13. Certain Relationships and Related Transactions ----------------------------------------------
1995 Proxy Statement page 15, "Certain Relationships and Reports of Certain Stock Transactions"; page 7, "Compensation Committee Interlocks and Insider Participation"; page 1, "Common Stock Outstanding and Principal Holders"
PART IV
14. Exhibits, Financial Statement Schedules, and Reports on Form ------------------------------------------------------------ 8-K. ---- (a)
1. The following consolidated financial statements of Knight-Ridder, Inc. and subsidiaries, included in the annual report of the registrant to its shareholders for the year ended December 25, 1994, are included in Item 8:
Consolidated Balance Sheet - December 25, 1994, December 26, 1993 and December 27, 1992
Consolidated Statement of Income - Years ended December 25, 1994, December 26, 1993 and December 27, 1992
Consolidated Statement of Cash Flows - Years ended December 25, 1994, December 26, 1993 and December 27, 1992
Consolidated Statement of Shareholders' Equity - Years ended December 25, 1994, December 26, 1993 and December 27, 1992
Notes to consolidated financial statements - December 25, 1994
2. The following consolidated financial statement schedule of Knight- Ridder, Inc. and subsidiaries are included in Item 14(d):
Schedule II - Valuation and qualifying accounts
All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions, or are inapplicable, or have been shown in the consolidated financial statements or notes thereto, and therefore have been omitted from this section.
3. Exhibits Filed
No. 3 - Articles of Incorporation and Bylaws are incorporated by reference to the Company's 10K filed in March, 1981.
No. 4 - Indenture, dated as of April 6, 1989, is incorporated by reference to the Company's Registration Statement on Form S-3, effective April 7, 1989. (No. 33-28010)
No. 10 - Knight-Ridder Annual Incentive Plan description is incorporated herein on pages 126-134,
- Amendment to the Employee Stock Option Plan is incorporated by reference to the Company's Form 10K filed electronically on March 23, 1994.
- Director's Pension Plan dated January 1, 1994 is incorporated by reference to the Company's Form 10K filed electronically on March 23, 1994.
- Executive Officer's Retirement Agreement dated July 19, 1993 is incorporated by reference to the Company's Form 10K filed electronically on March 23, 1994.
- Executive Officer's Retirement Agreement dated December 19, 1991 is incorporated by reference to the Company's Form 10-K filed electronically on March 23, 1994.
- Executive Officer's Consulting/Retirement Agreement dated September 20, 1989 is incorporated herein on pages 135-137.
No. 11 - Statement re Computation of Per Share Earnings is filed herein on pages 137-138.
No. 12 - Statement re Computation of Earnings to Fixed Charges Ratio From Continuing Operations is filed herein on pages 139-140.
No. 21 - Subsidiaries of the registrant is filed herein on pages 141-143.
No. 23 - "Consent of Independent Certified Public Accountants" is filed herewith on page 144.
No. 24 - "Power of Attorneys" for all members of the Board of Directors, is filed herein on pages 145-160.
No. 27 - "Finanical Data Schedule" is filed herein on pages 161-162.
(b) Reports on Form 8-K None were filed during the fourth quarter of 1994.
(c) Exhibits The response to this portion of Item 14 is submitted as a separate section of this report.
(d) Financial Statement Schedules The response to this portion of Item 14 is submitted as a separate section of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KNIGHT-RIDDER, INC.
Dated March 24, 1995 By P. Anthony Ridder -------------------- ------------------------------- P. Anthony Ridder President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Dated March 24, 1995 P. Anthony Ridder ---------------------- ------------------------------- P. Anthony Ridder President and Chief Executive Officer
Dated March 24, 1995 Ross Jones ---------------------- ------------------------------- Ross Jones Chief Financial Officer and Senior Vice President/Finance
Dated March 24, 1995 																							Gary R. Effren ---------------------- -------------------------------
Gary R. Effren Vice President/Controller (Chief Accounting Officer)
/s/ James K. Batten* -------------------------------- James K. Batten Director
/s/ Alvah H. Chapman, Jr.* -------------------------------- Alvah H. Chapman, Jr. Director
/s/ Joan Ridder Challinor * ------------------------------- Joan Ridder Challinor Director
/s/ Peter C. Goldmark, Jr.* ------------------------------- Peter C. Goldmark, Jr. Director
/s/ Barbara Barnes Hauptfuhrer* ------------------------------- Barbara Barnes Hauptfuhrer Director
/s/ Jesse Hill, Jr.* ------------------------------- Jesse Hill, Jr. Director
/s/ William S. Lee* ------------------------------- William S. Lee Director
/s/ C. Peter McColough* ------------------------------- C. Peter McColough Director
/s/ Ben R. Morris* ------------------------------- Ben R. Morris Director
/s/ Thomas L. Phillips* ------------------------------- Thomas L. Phillips Director
/s/ P. Anthony Ridder* ------------------------------- P. Anthony Ridder Director
/s/ Eric Ridder* ------------------------------- Eric Ridder Director
/s/ Randall L. Tobias* ------------------------------- Randall L. Tobias Director
/s/ Barbara Knight Toomey * ------------------------------- Barbara Knight Toomey Director
/s/ Gonzalo F. Valdes-Fauli* ------------------------------- Gonzalo F. Valdes-Fauli Director
/s/John L. Weinberg* ------------------------------- John L. Weinberg Director
Dated March 24, 1995 *By Ross Jones ---------------------- ---------------------------- Ross Jones Attorney-in-fact
ANNUAL REPORT ON FORM 10-K
ITEM 14 (a) (2), (c) and (d)
SUPPLEMENTARY DATA
CERTAIN EXHIBITS
YEAR ENDED DECEMBER 25, 1994
KNIGHT-RIDDER, INC. AND SUBSIDIARIES
MIAMI, FLORIDA
EXHIBIT 10 ---------- GENERAL DESCRIPTION
KNIGHT-RIDDER, INC. ANNUAL INCENTIVE PLAN (DESCRIPTION)
INTRODUCTION
The Knight-Ridder Annual Incentive Plan (the "Plan") is intended to motivate and reward corporate executives and top management at individual operating units who contribute significantly to Knight-Ridder's success. Specific Plan objectives include:
- Focus participants on achieving key annual objectives
- Link rewards to results relative to goals at the corporate, business unit and individual levels
- Provide participants the opportunity to earn competitive compensation commensurate with performance
The Plan provides participants the opportunity to earn cash awards each year based on their individual performance and the performance of the corporation and/or the business unit in which they work. Awards are earned on a calendar year basis (the "Plan Year") and are paid in cash following the end of the Plan Year.
The first year in which the Plan will be in effect will be 1994. This plan replaces the Knight-Ridder, Inc. Executive MBO Program, which was introduced in 1977 and revised in 1989.
PLAN ADMINISTRATION
The Plan will be administered by the Compensation Committee of the Knight- Ridder, Inc. Board of Directors (the "Committee"). The Committee has the authority to interpret the provisions of the Plan and to make any rules and regulations necessary to administer the Plan. The Committee's decision is final in all matters of judgment pertaining to the Plan, and the Committee may, without notice, amend, suspend or revoke the Plan.
ELIGIBILITY
Employees in the following categories are eligible to participate in the Plan: corporate officers and certain director-level corporate employees; newspaper publishers and other business unit operating heads who report directly to corporate officers top editors, general managers and all division directors; and selected other positions that can have significant impact on results. Participants will be approved each year by the Committee.
PLAN OVERVIEW
Bonus Amounts Payable for Meeting Goals
Each plan participant will have a potential bonus award which is payable for meeting goals. The size of this potential award varies by salary range. The bonus potential for each salary range is stated as a percentage of the salary earned during the year. Therefore, the dollar amount of an individual's opportunity is computed by multiplying the applicable percentage by the salary. The potential bonus payable for meeting goals for each salary range is as follows:
Types of Performance Measures and Their Weightings
Each participant's bonus will be determined based on performance on two types of measures: how well the individual performed relative to his or her goals for the year ("Personal Performance"); and how well the business unit in which the individual works performed relative to financial goals for the year ("Financial Performance").
The potential award for meeting goals will be divided between the two types of measures in the following way: 35% of each participant's potential award for meeting goals will be based on Personal Performance, and 65% will be based on Financial Performance, as shown in the following table:
As a general rule, the Financial Performance measurement will be based on the organizational level at which the individual is employed: corporate performance for those at the corporate level; divisional performance for those in divisional positions; and business unit level for those in a newspaper or other business unit. However, at the discretion of the Committee, the Financial Performance measurement for selected individuals may consist of a specified mix of two or more bases (for example, part on corporate performance and part on divisional performance).
PERFORMANCE MEASUREMENT
Financial Performance Measures
Financial performance will be evaluated relative to budgeted goals set at the beginning of the Plan Year. In most cases the financial performance measure will be operating profit. However, the plan provides the flexibility to include additional measures of financial success, such as revenue, where Knight-Ridder management and the Committee conclude this is appropriate. The financial performance measures and the goals for the year will be communicated to participants by the early part of each year.
Personal Performance Measures
Personal performance will be evaluated relative to individual goals established at the beginning of the Plan Year and agreed upon by the participant and the participant's manager. It is expected that individual goals will be set to be challenging.
Goals ideally should not number more than six to eight. Each goal should be well-defined in terms of what is to be accomplished and how results will be assessed. Each goal will be given a weight, based on its relative importance, with the combined weightings equaling 100.
At the end of the year, each participant's manager will evaluate performance on each goal relative to the objectives, determine the degree to which the goal was achieved and assign it a number of points. For example, if a goal was weighted 10 points and half of it was achieved, it would receive five points. The points received on all goals will be added to determine the total rating, up to a maximum of 100 points.
DETERMINING AND PAYING AWARDS
Each participant's award will be determined by adding together the award earned based on Financial Performance and the award earned based on Personal Performance. An award may be paid for one type of measure even if no award was earned for the other type of measure. The only constraint is that a corporate performance threshold must be achieved for any award to be payable. Normally this threshold requirement will be that corporate operating income, as reported in the Annual Report, must equal at least 80% of prior year operating income, although the Committee reserves the right to adjust the threshold.
For Personal Performance, the award is determined by multiplying the percentage of the total possible 100 Personal Performance points that were earned by the individual's potential award for fully achieving all personal goals.
For Financial Performance, the award is determined by actual results compared to budgeted results. Awards can vary from zero all the way up to 150% of the amount payable for meeting budget, using the following schedule:
If actual results are equal to budget, 100% of the Financial Performance award will be paid.
If actual results are at or below 90% of budgeted results, no award will be paid for Financial Performance.
If actual results are above 90% of budget, but below 100% of budget, then the award will be less than the amount payable for meeting budget, with each 1% shortfall in performance versus budget resulting in a 10% reduction of the amount payable for meeting budget, as follows:
If actual results are above 100% of budget, then the award will be greater than the amount payable for meeting budget. Each 1% improvement in performance versus budget will result in an incremental award equal to 5% of the amount payable for meeting budget, up to a maximum of 150% of the financial portion of the award for performance that is at or above 110% of budget:
(The portion of the award that is based on financial performance is 65% of the total potential. So, if actual performance is 110% of budget, the financial award will be 97.5% (65% x 150%) of total potential.)
Results will be calculated to the nearest one-tenth of 1% of actual performance compared to budget when computing awards, and then rounded to the nearest full percentage point.
Two attached exhibits illustrate the award computation process. Exhibit 1 provides two hypothetical examples, while Exhibit 2 is a worksheet participants can use to compute their own awards.
OTHER PLAN FEATURES
Award Payment
Awards will be paid in cash following the end of the Plan Year and the computation of results. Required tax amounts will be withheld.
Partial Year Participants and Changes in Position
Individuals who are hired or promoted into positions that qualify for Plan participation by October 1 of a Plan year will be eligible for a pro rata award based on the amount of salary earned while a participant and the performance levels achieved.
If a participant's responsibilities change during a year and a different part of the company's performance is used in computing Financial Awards for the two positions, then ordinarily the financial portion of the award will be determined on a pro rata basis relative to the time spent in the two positions, although exceptions may be made on a case by case basis at the discretion of the Committee. Awards based on Personal Performance during the two parts of the year will be determined on a case by case basis.
Termination
In the event of death, permanent disability (as defined by Knight-Ridder, Inc.'s disability plan) or retirement prior to the date of payment, a participant (or the participant's estate) will be entitled to receive a pro rata award based on the time employed during the year. In the event of resignation or termination for other reasons (other than for cause), a pro rata payment may be made at the discretion of the Committee; no award will be paid in the event of termination for cause.
Payment will be made following the termination of employment based on estimated results.
Employment Rights
The Plan does not constitute a contract of employment, nor does participation in one Plan Year guarantee participation in another Plan Year.
Exhibit to Knight-Ridder, Inc. Annual Incentive Plan
EXECUTIVE OFFICER'S CONSULTING/RETIREMENT AGREEMENT EXHIBIT 10 ----------
September 20, 1989
Mr. Alvah H. Chapman, Jr. 4255 Lake Road Miami, Florida 33137
Dear Alvah: This letter sets forth our agreement with respect to your services to Knight-Ridder following your retirement as an officer and employee of the Company on October 1st.
You have agreed to continue to serve as a Director of the Company and as Chairman of its Executive Committee. I am also pleased that you have agreed to serve as a consultant to the company for the 12 months beginning October 1, 1989 and, thereafter, for such period as you, the Compensation Committee and I may agree.
In consideration of your services as Chairman of the Executive Committee and as a consultant, the Company will pay you $150,000 annually. This agreement extends from October 1, 1989 through September 30, 1994*. And as customary, you will be compensated as an outside director, including meeting fees for the Board and Board Committees (including the Executive Committee of the Company).
We have calculated that you will be entitled to an aggregate annual pension benefit under the Knight-Ridder Retirement and Benefit Restoration Plans of $328,670. In addition, in recognition of your contribution to the Company and your future services to it, the Company has agreed to pay you an additional retirement benefit of $100,000 per year for your life, in equal monthly installments.
Although I hope to be able to take full advantage of your broad range of experience and knowledge of the Company, it is understood between us that we will make only reasonable demands upon your time and will seek to schedule our requests for your counsel so as to accommodate your schedule of other activities in retirement.
The specific matters on which we will need your help necessarily will change from time to time. I anticipate that you and I will talk at least quarterly about your then current list of consultative duties. At the outset we look forward to your continued participation in (a) our Detroit JOA undertaking and I hope you will be willing to serve on the DNA Management Committee for at least a year following implementation; (b) our ongoing shareholder relations projects (with particular attention to the founding families); and (c) the Miami property development project. I know that there will be a number of other key issues where your counsel will be invaluable.
Our consulting relationship will preclude you from accepting consulting assignments and from other companies and from other profit-making activities, provided your other assignments and activities do not constitute a conflict of interest with Knight-Ridder.
The Company will reimburse you, in accordance with its usual policies and procedures, for your travel and other out of pocket expenses incurred in connection with your Knight-Ridder consulting activities, your attending ANPA and other industry meetings as long as you are a Knight-Ridder director, and your activities as Chairman of the FIU Foundation, Vice Chairman of The Miami Coalition, and other civic activities which are of benefit to KRI over the next several years.
In accordance with our historical practice, we will provide you as a former CEO of the Company with an office and a secretary as long as you want them.
I am happy we will continue to work together. If I have accurately summarized our understanding, I'd appreciate your signing and returning the enclosed copy of this letter to me for the Company's files.
Sincerely yours, Knight- Ridder, Inc.
By: James K. Batten ----------------- J.K. Batten President & CEO
Agreed:
Alvah H. Chapman Jr. -------------------- Alvah H. Chapman, Jr. (The initial agreement was for one year and was renewed annually through September 30, 1994. At that time the agreement was extended through May 31, 1995.)
EXHIBIT 12 ----------
SUBSIDIARIES OF THE REGISTRANT Exhibit 21
State/Country of Incorporation ---------------
KNIGHT-RIDDER, INC. Aberdeen News Company Delaware The Beacon Journal Publishing Company Ohio Boca Raton News, Inc. Florida Boulder Publishing, Inc. Colorado The Bradenton Herald, Inc. Florida Circom Corporation Pennsylvania Detroit Free Press, Incorporated Michigan Detroit Newspaper Agency Michigan (partnership) Drinnon, Inc. Georgia The Gables Publishing Company Florida Grand Forks Herald, Incorporated Delaware Gulf Publishing Company, Inc. Mississippi Journal of Commerce, Inc. Delaware Transport Group International, Inc. Delaware Transax Systems Company New York (partnership) KR Newsprint Company Florida Southeast Paper Manufacturing Co. Georgia (partnership) KR Video, Inc. Delaware Keynoter Publishing Company, Inc. Florida Knight News Services, Inc. Michigan Knight-Ridder Tribune Information Services District of Columbia (partnership) The Knight Publishing Co. Delaware Knight-Ridder Business Information Services, Inc. Delaware Knight-Ridder Financial, Inc. Delaware Commodity News Services (International), Inc. Delaware
Knight-Ridder Financial Holding AEA Company, Inc. Delaware Knight-Ridder Financial AEA, Inc. Delaware Knight-Ridder Financial/JM, Inc. Delaware Knight-Ridder Financial/Japan, Inc. Delaware Knight-Ridder Financial/Iberica Spain Knight-Ridder Financial Deutschland GMBH Germany Equinet Pty, Ltd. Australia Equinet Information (NZ) Ltd. New Zealand RWE Australian Business News Pty. Limited						 Australia Knight-Ridder Information, Inc. California Article Express International, Inc.													 	Delaware Dialog Information Europe, Inc. California Dialog Information Services Europe, Ltd.								 	England Infomart/DIALOG Ltd. Canada Knight-Ridder Compania de Servicios, S.A. de C.V. Mexico Knight-Ridder Informacion, S.A. de C.V. Mexico Knight-Ridder Information, Ltd. England Knight-Ridder Information SARL France Knight-Ridder Information GMBH Germany Knight-Ridder Information AB Sweden Knight-Ridder Information A.G. Switzerland Knight-Ridder Information A/S Denmark Technimetrics, Inc.																								 								Delaware Technimetrics England Knight-Ridder Cablevision, Inc. Florida KRC SNJ, Inc.														 																									Delaware KRC-NJFT, Inc. Delaware TKR Cable Company Colorado (partnership) TKR Cable Partners Colorado (partnership)
Knight-Ridder Investment Company Delaware Seattle Times Company Delaware Lexington Herald-Leader Co. Kentucky MHPC International, Inc. Florida The Macon Telegraph Publishing Company Georgia The Miami Herald Publishing Company - Newberry Publishing Company, Inc. South Carolina News Publishing Company Indiana Fort Wayne Newspapers, Inc. Indiana Fort Wayne Newspapers Agency Indiana (partnership) Nittany Printing and Publishing Company Pennsylvania Northwest Publications, Inc. Delaware Duluth News-Tribune - Saint Paul Pioneer Press - The Observer Transportation Company North Carolina Philadelphia Newspapers, Inc. Pennsylvania Post-Tribune Publishing, Inc. Indiana PressLink, Inc. Delaware The R.W. Page Corporation Georgia Ridder Publications, Inc. Delaware KR Land Holding Corporation Delaware San Jose Mercury News, Inc. California Silicon Valley D.A.T.A., Inc. California The State-Record Company, Inc. South Carolina Sun Publishing Company, Inc. South Carolina Tallahassee Democrat, Inc. Florida Tribune Newsprint Company Utah Ponderay Newsprint Company Washington (partnership) Twin Cities Newspaper Services, Inc. Minnesota Twin Coast Newspapers, Inc. New York Long Beach Press-Telegram - P.T. Sales and Marketing, Inc. California Wichita Eagle and Beacon Publishing Company, Inc. Kansas
Note: "-" indicates that the subsidiary listed is a division, not a legal entity.
Exhibit 23 ----------
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in Registration Statement No. 33-11021 on Form S-3 dated December 22, 1986, in Registration Statement No. 33-28010 on Form S-3 dated April 7, 1989, in Registration Statement No. 33-31747 on Form S-8 dated October 30, 1989, in Registration Statement No. 33-69206 on Form S-8 dated May 18, 1993, and in the related Prospectuses, of our report dated January 31, 1995, with respect to the consolidated financial statements and schedule of Knight-Ridder, Inc. incorporated by reference and included in this Annual Report (Form 10-K) for the year ended December 25, 1994.
Ernst & Young LLP
Miami, Florida March 23, 1995
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Gonzalo F. Valdes-Fauli Date: March 24, 1995 ----------------------- ---------------------- Gonzalo F. Valdes-Fauli
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Barbara Barnes Hauptfuhrer Date: March 24, 1995 ---------------------------- --------------------- Barbara Barnes Hauptfuhrer
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Alvah H. Chapman, Jr. Date: March 24, 1995 ---------------------- -------------------- Alvah H. Chapman, Jr.
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Peter C. Goldmark, Jr. Date: March 24, 1995 ---------------------		 																								-------------------- Peter C. Goldmark, Jr.
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
William S. Lee Date: March 24, 1995 --------------																																								-------------------- William S. Lee
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
John L. Weinberg Date: March 24, 1995 ----------------- 																													--------------------- John L. Weinberg
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Ben R. Morris Date: March 24, 1995 --------------- --------------------- Ben R. Morris
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Eric Ridder Date: March 24, 1995 -------------																																					------------------- Eric Ridder
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
James K. Batten Date: March 24, 1995 ----------------- -------------------- James K. Batten
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Joan Ridder Challinor Date: March 24, 1995 ---------------------- -------------------- Joan Ridder Challinor
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Jesse Hill, Jr. Date: March 24, 1995 --------------- -------------------- Jesse Hill, Jr.
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
C. Peter McColough Date: March 24, 1995 ------------------ ---------------------- C. Peter McColough
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Thomas L. Phillips Date: March 24, 1995 ------------------- --------------------- Thomas L. Phillips
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
P. Anthony Ridder Date: March 24, 1995 ------------------- --------------------- P. Anthony Ridder
Exhibit 24 -----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Barbara Knight Toomey Date: March 24, 1995 ---------------------- -------------------- Barbara Knight Toomey
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Randall L. Tobias Date: March 24, 1995 ------------------ --------------------- Randall L. Tobias
EXHIBIT 27 ----------
ITEM 14 (a) (2), (c) and (d)
SUPPLEMENTARY DATA
CERTAIN EXHIBITS
YEAR ENDED DECEMBER 25, 1994
KNIGHT-RIDDER, INC. AND SUBSIDIARIES
MIAMI, FLORIDA
EXHIBIT 10 ---------- GENERAL DESCRIPTION
KNIGHT-RIDDER, INC. ANNUAL INCENTIVE PLAN (DESCRIPTION)
INTRODUCTION
The Knight-Ridder Annual Incentive Plan (the "Plan") is intended to motivate and reward corporate executives and top management at individual operating units who contribute significantly to Knight-Ridder's success. Specific Plan objectives include:
- Focus participants on achieving key annual objectives
- Link rewards to results relative to goals at the corporate, business unit and individual levels
- Provide participants the opportunity to earn competitive compensation commensurate with performance
The Plan provides participants the opportunity to earn cash awards each year based on their individual performance and the performance of the corporation and/or the business unit in which they work. Awards are earned on a calendar year basis (the "Plan Year") and are paid in cash following the end of the Plan Year.
The first year in which the Plan will be in effect will be 1994. This plan replaces the Knight-Ridder, Inc. Executive MBO Program, which was introduced in 1977 and revised in 1989.
PLAN ADMINISTRATION
The Plan will be administered by the Compensation Committee of the Knight- Ridder, Inc. Board of Directors (the "Committee"). The Committee has the authority to interpret the provisions of the Plan and to make any rules and regulations necessary to administer the Plan. The Committee's decision is final in all matters of judgment pertaining to the Plan, and the Committee may, without notice, amend, suspend or revoke the Plan.
ELIGIBILITY
Employees in the following categories are eligible to participate in the Plan: corporate officers and certain director-level corporate employees; newspaper publishers and other business unit operating heads who report directly to corporate officers top editors, general managers and all division directors; and selected other positions that can have significant impact on results. Participants will be approved each year by the Committee.
PLAN OVERVIEW
Bonus Amounts Payable for Meeting Goals
Each plan participant will have a potential bonus award which is payable for meeting goals. The size of this potential award varies by salary range. The bonus potential for each salary range is stated as a percentage of the salary earned during the year. Therefore, the dollar amount of an individual's opportunity is computed by multiplying the applicable percentage by the salary. The potential bonus payable for meeting goals for each salary range is as follows:
Types of Performance Measures and Their Weightings
Each participant's bonus will be determined based on performance on two types of measures: how well the individual performed relative to his or her goals for the year ("Personal Performance"); and how well the business unit in which the individual works performed relative to financial goals for the year ("Financial Performance").
The potential award for meeting goals will be divided between the two types of measures in the following way: 35% of each participant's potential award for meeting goals will be based on Personal Performance, and 65% will be based on Financial Performance, as shown in the following table:
As a general rule, the Financial Performance measurement will be based on the organizational level at which the individual is employed: corporate performance for those at the corporate level; divisional performance for those in divisional positions; and business unit level for those in a newspaper or other business unit. However, at the discretion of the Committee, the Financial Performance measurement for selected individuals may consist of a specified mix of two or more bases (for example, part on corporate performance and part on divisional performance).
PERFORMANCE MEASUREMENT
Financial Performance Measures
Financial performance will be evaluated relative to budgeted goals set at the beginning of the Plan Year. In most cases the financial performance measure will be operating profit. However, the plan provides the flexibility to include additional measures of financial success, such as revenue, where Knight-Ridder management and the Committee conclude this is appropriate. The financial performance measures and the goals for the year will be communicated to participants by the early part of each year.
Personal Performance Measures
Personal performance will be evaluated relative to individual goals established at the beginning of the Plan Year and agreed upon by the participant and the participant's manager. It is expected that individual goals will be set to be challenging.
Goals ideally should not number more than six to eight. Each goal should be well-defined in terms of what is to be accomplished and how results will be assessed. Each goal will be given a weight, based on its relative importance, with the combined weightings equaling 100.
At the end of the year, each participant's manager will evaluate performance on each goal relative to the objectives, determine the degree to which the goal was achieved and assign it a number of points. For example, if a goal was weighted 10 points and half of it was achieved, it would receive five points. The points received on all goals will be added to determine the total rating, up to a maximum of 100 points.
DETERMINING AND PAYING AWARDS
Each participant's award will be determined by adding together the award earned based on Financial Performance and the award earned based on Personal Performance. An award may be paid for one type of measure even if no award was earned for the other type of measure. The only constraint is that a corporate performance threshold must be achieved for any award to be payable. Normally this threshold requirement will be that corporate operating income, as reported in the Annual Report, must equal at least 80% of prior year operating income, although the Committee reserves the right to adjust the threshold.
For Personal Performance, the award is determined by multiplying the percentage of the total possible 100 Personal Performance points that were earned by the individual's potential award for fully achieving all personal goals.
For Financial Performance, the award is determined by actual results compared to budgeted results. Awards can vary from zero all the way up to 150% of the amount payable for meeting budget, using the following schedule:
If actual results are equal to budget, 100% of the Financial Performance award will be paid.
If actual results are at or below 90% of budgeted results, no award will be paid for Financial Performance.
If actual results are above 90% of budget, but below 100% of budget, then the award will be less than the amount payable for meeting budget, with each 1% shortfall in performance versus budget resulting in a 10% reduction of the amount payable for meeting budget, as follows:
If actual results are above 100% of budget, then the award will be greater than the amount payable for meeting budget. Each 1% improvement in performance versus budget will result in an incremental award equal to 5% of the amount payable for meeting budget, up to a maximum of 150% of the financial portion of the award for performance that is at or above 110% of budget:
(The portion of the award that is based on financial performance is 65% of the total potential. So, if actual performance is 110% of budget, the financial award will be 97.5% (65% x 150%) of total potential.)
Results will be calculated to the nearest one-tenth of 1% of actual performance compared to budget when computing awards, and then rounded to the nearest full percentage point.
Two attached exhibits illustrate the award computation process. Exhibit 1 provides two hypothetical examples, while Exhibit 2 is a worksheet participants can use to compute their own awards.
OTHER PLAN FEATURES
Award Payment
Awards will be paid in cash following the end of the Plan Year and the computation of results. Required tax amounts will be withheld.
Partial Year Participants and Changes in Position
Individuals who are hired or promoted into positions that qualify for Plan participation by October 1 of a Plan year will be eligible for a pro rata award based on the amount of salary earned while a participant and the performance levels achieved.
If a participant's responsibilities change during a year and a different part of the company's performance is used in computing Financial Awards for the two positions, then ordinarily the financial portion of the award will be determined on a pro rata basis relative to the time spent in the two positions, although exceptions may be made on a case by case basis at the discretion of the Committee. Awards based on Personal Performance during the two parts of the year will be determined on a case by case basis.
Termination
In the event of death, permanent disability (as defined by Knight-Ridder, Inc.'s disability plan) or retirement prior to the date of payment, a participant (or the participant's estate) will be entitled to receive a pro rata award based on the time employed during the year. In the event of resignation or termination for other reasons (other than for cause), a pro rata payment may be made at the discretion of the Committee; no award will be paid in the event of termination for cause.
Payment will be made following the termination of employment based on estimated results.
Employment Rights
The Plan does not constitute a contract of employment, nor does participation in one Plan Year guarantee participation in another Plan Year.
Exhibit to Knight-Ridder, Inc. Annual Incentive Plan
EXECUTIVE OFFICER'S CONSULTING/RETIREMENT AGREEMENT EXHIBIT 10 ----------
September 20, 1989
Mr. Alvah H. Chapman, Jr. 4255 Lake Road Miami, Florida 33137
Dear Alvah: This letter sets forth our agreement with respect to your services to Knight-Ridder following your retirement as an officer and employee of the Company on October 1st.
You have agreed to continue to serve as a Director of the Company and as Chairman of its Executive Committee. I am also pleased that you have agreed to serve as a consultant to the company for the 12 months beginning October 1, 1989 and, thereafter, for such period as you, the Compensation Committee and I may agree.
In consideration of your services as Chairman of the Executive Committee and as a consultant, the Company will pay you $150,000 annually. This agreement extends from October 1, 1989 through September 30, 1994*. And as customary, you will be compensated as an outside director, including meeting fees for the Board and Board Committees (including the Executive Committee of the Company).
We have calculated that you will be entitled to an aggregate annual pension benefit under the Knight-Ridder Retirement and Benefit Restoration Plans of $328,670. In addition, in recognition of your contribution to the Company and your future services to it, the Company has agreed to pay you an additional retirement benefit of $100,000 per year for your life, in equal monthly installments.
Although I hope to be able to take full advantage of your broad range of experience and knowledge of the Company, it is understood between us that we will make only reasonable demands upon your time and will seek to schedule our requests for your counsel so as to accommodate your schedule of other activities in retirement.
The specific matters on which we will need your help necessarily will change from time to time. I anticipate that you and I will talk at least quarterly about your then current list of consultative duties. At the outset we look forward to your continued participation in (a) our Detroit JOA undertaking and I hope you will be willing to serve on the DNA Management Committee for at least a year following implementation; (b) our ongoing shareholder relations projects (with particular attention to the founding families); and (c) the Miami property development project. I know that there will be a number of other key issues where your counsel will be invaluable.
Our consulting relationship will preclude you from accepting consulting assignments and from other companies and from other profit-making activities, provided your other assignments and activities do not constitute a conflict of interest with Knight-Ridder.
The Company will reimburse you, in accordance with its usual policies and procedures, for your travel and other out of pocket expenses incurred in connection with your Knight-Ridder consulting activities, your attending ANPA and other industry meetings as long as you are a Knight-Ridder director, and your activities as Chairman of the FIU Foundation, Vice Chairman of The Miami Coalition, and other civic activities which are of benefit to KRI over the next several years.
In accordance with our historical practice, we will provide you as a former CEO of the Company with an office and a secretary as long as you want them.
I am happy we will continue to work together. If I have accurately summarized our understanding, I'd appreciate your signing and returning the enclosed copy of this letter to me for the Company's files.
Sincerely yours, Knight- Ridder, Inc.
By: James K. Batten ----------------- J.K. Batten President & CEO
Agreed:
Alvah H. Chapman Jr. -------------------- Alvah H. Chapman, Jr. (The initial agreement was for one year and was renewed annually through September 30, 1994. At that time the agreement was extended through May 31, 1995.)
EXHIBIT 12 ----------
SUBSIDIARIES OF THE REGISTRANT Exhibit 21
State/Country of Incorporation ---------------
KNIGHT-RIDDER, INC. Aberdeen News Company Delaware The Beacon Journal Publishing Company Ohio Boca Raton News, Inc. Florida Boulder Publishing, Inc. Colorado The Bradenton Herald, Inc. Florida Circom Corporation Pennsylvania Detroit Free Press, Incorporated Michigan Detroit Newspaper Agency Michigan (partnership) Drinnon, Inc. Georgia The Gables Publishing Company Florida Grand Forks Herald, Incorporated Delaware Gulf Publishing Company, Inc. Mississippi Journal of Commerce, Inc. Delaware Transport Group International, Inc. Delaware Transax Systems Company New York (partnership) KR Newsprint Company Florida Southeast Paper Manufacturing Co. Georgia (partnership) KR Video, Inc. Delaware Keynoter Publishing Company, Inc. Florida Knight News Services, Inc. Michigan Knight-Ridder Tribune Information Services District of Columbia (partnership) The Knight Publishing Co. Delaware Knight-Ridder Business Information Services, Inc. Delaware Knight-Ridder Financial, Inc. Delaware Commodity News Services (International), Inc. Delaware
Knight-Ridder Financial Holding AEA Company, Inc. Delaware Knight-Ridder Financial AEA, Inc. Delaware Knight-Ridder Financial/JM, Inc. Delaware Knight-Ridder Financial/Japan, Inc. Delaware Knight-Ridder Financial/Iberica Spain Knight-Ridder Financial Deutschland GMBH Germany Equinet Pty, Ltd. Australia Equinet Information (NZ) Ltd. New Zealand RWE Australian Business News Pty. Limited						 Australia Knight-Ridder Information, Inc. California Article Express International, Inc.													 	Delaware Dialog Information Europe, Inc. California Dialog Information Services Europe, Ltd.								 	England Infomart/DIALOG Ltd. Canada Knight-Ridder Compania de Servicios, S.A. de C.V. Mexico Knight-Ridder Informacion, S.A. de C.V. Mexico Knight-Ridder Information, Ltd. England Knight-Ridder Information SARL France Knight-Ridder Information GMBH Germany Knight-Ridder Information AB Sweden Knight-Ridder Information A.G. Switzerland Knight-Ridder Information A/S Denmark Technimetrics, Inc.																								 								Delaware Technimetrics England Knight-Ridder Cablevision, Inc. Florida KRC SNJ, Inc.														 																									Delaware KRC-NJFT, Inc. Delaware TKR Cable Company Colorado (partnership) TKR Cable Partners Colorado (partnership)
Knight-Ridder Investment Company Delaware Seattle Times Company Delaware Lexington Herald-Leader Co. Kentucky MHPC International, Inc. Florida The Macon Telegraph Publishing Company Georgia The Miami Herald Publishing Company - Newberry Publishing Company, Inc. South Carolina News Publishing Company Indiana Fort Wayne Newspapers, Inc. Indiana Fort Wayne Newspapers Agency Indiana (partnership) Nittany Printing and Publishing Company Pennsylvania Northwest Publications, Inc. Delaware Duluth News-Tribune - Saint Paul Pioneer Press - The Observer Transportation Company North Carolina Philadelphia Newspapers, Inc. Pennsylvania Post-Tribune Publishing, Inc. Indiana PressLink, Inc. Delaware The R.W. Page Corporation Georgia Ridder Publications, Inc. Delaware KR Land Holding Corporation Delaware San Jose Mercury News, Inc. California Silicon Valley D.A.T.A., Inc. California The State-Record Company, Inc. South Carolina Sun Publishing Company, Inc. South Carolina Tallahassee Democrat, Inc. Florida Tribune Newsprint Company Utah Ponderay Newsprint Company Washington (partnership) Twin Cities Newspaper Services, Inc. Minnesota Twin Coast Newspapers, Inc. New York Long Beach Press-Telegram - P.T. Sales and Marketing, Inc. California Wichita Eagle and Beacon Publishing Company, Inc. Kansas
Note: "-" indicates that the subsidiary listed is a division, not a legal entity.
Exhibit 23 ----------
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in Registration Statement No. 33-11021 on Form S-3 dated December 22, 1986, in Registration Statement No. 33-28010 on Form S-3 dated April 7, 1989, in Registration Statement No. 33-31747 on Form S-8 dated October 30, 1989, in Registration Statement No. 33-69206 on Form S-8 dated May 18, 1993, and in the related Prospectuses, of our report dated January 31, 1995, with respect to the consolidated financial statements and schedule of Knight-Ridder, Inc. incorporated by reference and included in this Annual Report (Form 10-K) for the year ended December 25, 1994.
Ernst & Young LLP
Miami, Florida March 23, 1995
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Gonzalo F. Valdes-Fauli Date: March 24, 1995 ----------------------- ---------------------- Gonzalo F. Valdes-Fauli
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Barbara Barnes Hauptfuhrer Date: March 24, 1995 ---------------------------- --------------------- Barbara Barnes Hauptfuhrer
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Alvah H. Chapman, Jr. Date: March 24, 1995 ---------------------- -------------------- Alvah H. Chapman, Jr.
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Peter C. Goldmark, Jr. Date: March 24, 1995 ---------------------		 																								-------------------- Peter C. Goldmark, Jr.
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
William S. Lee Date: March 24, 1995 --------------																																								-------------------- William S. Lee
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
John L. Weinberg Date: March 24, 1995 ----------------- 																													--------------------- John L. Weinberg
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Ben R. Morris Date: March 24, 1995 --------------- --------------------- Ben R. Morris
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Eric Ridder Date: March 24, 1995 -------------																																					------------------- Eric Ridder
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
James K. Batten Date: March 24, 1995 ----------------- -------------------- James K. Batten
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Joan Ridder Challinor Date: March 24, 1995 ---------------------- -------------------- Joan Ridder Challinor
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Jesse Hill, Jr. Date: March 24, 1995 --------------- -------------------- Jesse Hill, Jr.
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
C. Peter McColough Date: March 24, 1995 ------------------ ---------------------- C. Peter McColough
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Thomas L. Phillips Date: March 24, 1995 ------------------- --------------------- Thomas L. Phillips
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
P. Anthony Ridder Date: March 24, 1995 ------------------- --------------------- P. Anthony Ridder
Exhibit 24 -----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Barbara Knight Toomey Date: March 24, 1995 ---------------------- -------------------- Barbara Knight Toomey
Exhibit 24 ----------
POWER OF ATTORNEY
The undersigned member of the Board of Directors of Knight-Ridder, Inc. hereby constitutes and appoints John C. Fontaine, Ross Jones, and Gary R. Effren and each of them severally, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities to sign any and all Reports on Form 10-K (Annual Report pursuant to the Securities Exchange Act of 1934) and any amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Randall L. Tobias Date: March 24, 1995 ------------------ --------------------- Randall L. Tobias
EXHIBIT 27 ----------