Knight Ridder’s final annual meeting
The final Knight Ridder annual meeting Monday morning was short, generally upbeat and very emotional. The sale of the company was a forgone conclusion when Tony Ridder called the meeting to order about 9:40 a. m. Perhaps because of this “elephant in the middle of the room” the meeting was mostly a review of the past glories of the company.
Tony conducted the entire meeting, dressed in a trademark blue shirt and green tie. As is normal at events like this he introduced the members of the board of directors present, along with the top officers of the company. But beyond these business associates he also noted that his mother, Uncle Dan Ridder and all of his siblings, children and grandchildren were present. He also noted that Jean Batten, wife of late Knight Ridder CEO Jim Batten was present.
Just about the only mention of the sale of the company occurred during Tony’s remarks. After reviewing the history of the company he noted that had the board not agreed to the sale of the company, as demanded by the large, institutional shareholders, there could have been a prolonged battle for control of the company. This could have resulted in the share holders not receiving a “change of control premium” for their stock.
During Tony’s remarks he cited the company’s successes in editorial excellence, service to advertisers and other customers, on line leadership, diversity and service to communities in which it operated. I thought he was a bit defiant when he showed a chart which compared the value of Knight Ridder stock—favorably—to that of others.
Much of the meeting was devoted to showing a video, narrated by Tony, which traced the history and successes of the company. The video was very well done, even though it was mostly made up of archival footage and contained little new content. In keeping with the tone of the meeting the video concentrated on the past glories of Knight Ridder. Here is a list of the people who appeared in the video, in order:
1. Tony Ridder
2. Jim Batten
3. Wes Turner, publisher in Fort Worth
4. Clark Hoyt, Washington Bureau chief
5. Alvah H. Chapman, JR, former Chairman and CEO
6. Edna Buchanon, Miami Herald reporter and mystery novelist
7. Scott Herhold, Mercury News columnist
8. Lee Hills, former Chairman and CEO
9. Dave Barry, humor columnist
10. Larry Olmstead, v/p development and diversity
11. Heath Meriwether, former editor in Miami
12. Charles Francher, v/p communication in Philadelphia
13. John Morton
14. Greg Goff, GM of the KRI community publications
15. Bob Ingle, former SJMN executive editor, founder of Mercury Center and internet pioneer
16. Hillary Schneider, Senior vice president, newspaper operations and technology
17. Ricky Matthews, publisher in Biloxi
18. Leonard Pitts, a Miami Herald columnist
There was sustained applause at the end of the video. It was very powerful and I hope it is posted somewhere on the web so that people can download it and watch it. It is a wonderful reminder of the great company so many of us were proud to serve.
Tony spoke again briefly after the video. He lost it at the very end and ended his remarks tearfully. He received a long, loud standing ovation. There were many in the room in tears or on the verge. I was one of them.
Attendance at the meeting was large, over a hundred. I spoke with a number of former coworkers including Larry Jinks, Tally Liu, Bob Ryan, Rick Ridder and Stephanie Davis.
The Mercury News had at least three working journalist at the meeting: Pete Carey, Chris O’Brien and Mike Cassidy. There were other folks there who make their living on Ridder Park Drive but I am not sure if they were working or observing.
One of the corporate folks I talked to said the situation was so emotional he had not yet started cleaning out his office. Another one told me they had been given until “close of market” tomorrow to be out of their offices. He had only one more trip to finish the job. My guess is that nobody is paying the rent after that and the landlord wants everybody out. There were a couple of people I talked to thinking about retiring and a couple getting ready to get serious about looking for a job
I found myself deeply moved several times during the 40 minute meeting. It was very hard to realize that the company which I was part of for about half of my working life was soon to be no more. It was also very stirring to watch the video and be reminded what Knight Ridder had accomplished in the last 32 years.
Although results of the shareholder votes were announced in general terms during the meeting the specifics were not given out. They are in the press release below, from the KRI website.
Also, the Mercury News story posted Monday afternoon is below.
Knight Ridder Shareholders Approve Merger Agreement With McClatchy
SAN JOSE, Calif., June 26 /PRNewswire-FirstCall/ — Knight Ridder (NYSE: KRI) today announced the results of elections at its annual meeting of shareholders.
Of the total shares outstanding, 88.76% were voted, either in person or by proxy.
The Agreement and Plan of Merger between Knight Ridder and The McClatchy Company was approved. 54,421,642 voted for; 804,900 voted against; 531,449 abstained. As the merger has been approved by the shareholders, the transaction is expected to close on June 27, 2006.
Elected to three-year terms on Knight Ridder’s Board of Directors were Ronald D. Mc Cray, Patricia Mitchell and M. Kenneth Oshman.
Ernst & Young was appointed independent auditors of the company for 2006. 59,084,458 voted for; 611,470 voted against; 584,058 abstained.
A shareholder proposal relating to policy for future sales or dispositions of Knight Ridder newspapers was defeated. 6,703,664 voted for; 48,094,404 voted against; 959,922 abstained.
Knight Ridder is one of the nation’s leading providers of news, information and advertising, in print and online. The company publishes 32 daily newspapers in 29 U.S. markets, with a readership of 8.1 million daily and 11.5 million Sunday. It has Web sites in all of its markets and a variety of investments in Internet and technology companies. It publishes a growing portfolio of targeted publications and maintains investments in two newsprint companies. The company’s Internet operation, Knight Ridder Digital, develops and manages the company’s online properties. It is the founder and operator of Real Cities (www.RealCities.com), the largest national network of city and regional Web sites in more than 110 U.S. markets. Knight Ridder and Knight Ridder Digital are headquartered in San Jose, Calif.
On May 10, 2006, McClatchy filed with the SEC a Registration Statement on Form S-4 (Registration No. 333-133321) containing a final Prospectus/Proxy Statement/Information Statement regarding the proposed transaction between McClatchy and Knight Ridder. Investors and security holders of McClatchy and Knight Ridder are urged to read the Prospectus/Proxy Statement/Information Statement carefully because it contains important information about McClatchy, Knight Ridder, the transaction and related matters. The Prospectus/Proxy Statement/Information Statement is being mailed on or about May 15, 2006 to stockholders of McClatchy and shareholders of Knight Ridder. Investors and security holders can obtain additional free copies of the Registration Statement and the Prospectus/Proxy Statement/Information Statement and other documents filed with the SEC by McClatchy and Knight Ridder through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders can obtain additional free copies of the Registration Statement and the Prospectus/Proxy Statement/Information Statement from McClatchy by contacting Investor Relations at www.mcclatchy.com, by mail to 2100 Q Street, Sacramento, CA 95816 or by telephone at 916-321-1846 or from Knight Ridder by contacting Investor Relations at www.knightridder.com, by mail to Suite 1500, 50 W. San Fernando St., San Jose, CA 95113 or by telephone at 408-938-7838.
McClatchy and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Knight Ridder in connection with the proposed transaction between McClatchy and Knight Ridder. Information regarding the special interests of these directors and executive officers in the transaction described herein is included in the Prospectus/Proxy Statement/Information Statement described above. Additional information regarding these directors and executive officers is also included in McClatchy’s proxy statement for its 2006 Annual Meeting of Stockholders, which was filed with the SEC on or about March 29, 2006. This document is available free of charge at the SEC’s web site at www.sec.gov and from McClatchy by contacting Investor Relations at www.mcclatchy.com, by mail to 2100 Q Street, Sacramento, CA 95816 or by telephone at 916-321-1846.
Knight Ridder and its directors and executive officers also may be deemed to be participants in the solicitation of proxies from the shareholders of Knight Ridder in connection with the proposed transaction between McClatchy and Knight Ridder. Information regarding the special interests of these directors and executive officers in the proposed transaction between McClatchy and Knight Ridder and additional information regarding these directors and executive officers is included in the Prospectus/Proxy Statement/Information Statement described above, which also serves as Knight Ridder’s proxy statement for its 2006 Annual Meeting of Shareholders and was filed by Knight Ridder on May 11, 2006. This document is available free of charge at the SEC’s web site at www.sec.gov and from Knight Ridder by contacting Investor Relations at www.knightridder.com, by mail to Suite 1500, 50 W. San Fernando St., San Jose, CA 95113 or by telephone at 408-938-7838. (NR)
SOURCE Knight Ridder
CONTACT: Polk Laffoon, Vice President/Corporate Relations, +1-408-938-7838, or plaffoon@knightridder.com, or Lee Ann Schlatter, Director/Corporate Communications, +1-408-938-7839, or lschlatter@knightridder.com, both of Knight Ridder
/Web site: http://www.knightridder.com
http://www.mcclatchy.com/
Posted on Mon, Jun. 26, 2006
Knight Ridder shareholders approve sale to McClatchy
NATION’S SECOND-LARGEST NEWSPAPER COMPANY NEARING ITS ENDBy Pete Carey and Pete O’Brien
Mercury NewsKnight Ridder’s shareholders today voted to sell the company to Sacramento-based McClatchy, ending the 32-year run of one of America’s premier newspaper companies.
The votes were tallied at the company’s annual meeting at San Jose’s Fairmont Hotel, a few steps from the company’s soon-to-be vacated headquarters. Eighty percent of shareholders needed to approve the deal, and the company said the vote was overwhelmingly in favor — out of 54,421,642 shares, only 804,900 voted against it and 531,499 abstained.
“Our heritage, our values, our collaborative culture, our talented people, our distinguished newspapers, our online innovation and our place in our community have added up to something unique,'’ said Knight Ridder Chairman and Chief Executive Tony Ridder, who became emotional toward the end his speech. “Tomorrow, as new owners assume the mantle for what we have built, we should take pride in the strength of that legacy.'’
The value of the deal, originally $4.5 billion in cash and stock, has fallen about 9 percent — roughly $400 million — since it was announced on March 13, after a sharp drop in McClatchy’s stock, which was at another 52-week low this morning.
McClatchy and Knight Ridder executives hope to sign off on final merger documents by 4 p.m. Tuesday.
At that point, Knight Ridder, which was formed in 1974 by the merger of Knight Newspapers and Ridder Publications and grew into the second-largest newspaper chain in America, will cease to exist. The company won numerous journalism awards, including 85 Pulitzer Prizes, and was a pioneer in the difficult transition from print to the Internet.
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