Filed by Parent Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-6(b)
Under the Securities Exchange Act of 1934
Subject Company: Knight-Ridder, Inc.
Commission File No.: 001-07553
Registration Statement No.: 333-133321
This filing consists of a press release issued by The McClatchy Company on May 19, 2006.
Contact: | Elaine Lintecum |
916-321-1846 |
elintecum@mcclatchy.com |
McCLATCHY REPORTS APRIL 2006 REVENUES
Sacramento, CA, May 19, 2006The McClatchy Company (NYSE: MNI) today reported that consolidated advertising revenues in April 2006 decreased 2.2% and total revenues declined 2.4%. Year-to-date advertising revenues grew 0.3% and total revenues were down 0.4%.
Commenting on Aprils results, Gary Pruitt, McClatchys Chairman and CEO, said, We knew that Easter falling in April of 2006 would depress our classified advertising results compared to 2005 when Easter was in March. So while revenues were down this April compared to last year, it was not unexpected. Based on current trends, we believe that second quarter advertising revenues will grow in the low-single-digit range, similar to our first quarter 2006 advertising revenue growth.
Advertising revenue performance at the Companys newspapers is summarized by region in McClatchys statistical report that follows. The Company has also included supplemental advertising revenue data by category in a schedule that follows.
The McClatchy Company, headquartered in Sacramento, CA, is a leading newspaper and internet publisher. It publishes 12 daily and 16 non-daily newspapers located in western coastal states, North and South Carolina, and the Twin Cities of Minneapolis/St. Paul. McClatchy has daily circulation of 1.4 million and Sunday circulation of 1.8 million. McClatchys newspapers include, among others, the Star Tribune in Minneapolis, The Sacramento Bee, The Fresno Bee and The Modesto Bee in California, The News & Observer (Raleigh, NC), The News Tribune (Tacoma, WA), the Anchorage Daily News and Vida en el Valle, a bilingual Spanish weekly newspaper distributed throughout Californias Central Valley. McClatchy also operates leading local websites in each of its daily newspaper markets, offering readers information, comprehensive news, advertising, e-commerce and other services, and owns and operates McClatchy Interactive, an interactive operation that provides websites with content, publishing tools and software development. McClatchy is listed on the New York Stock Exchange under the symbol (MNI).
On March 13, 2006, The McClatchy Company announced a definitive agreement under which McClatchy will acquire Knight-Ridder, Inc. Knight Ridder publishes 32 daily newspapers in 29 U.S. markets, with a circulation of 3.4 million daily and 4.5 million Sunday. Knight Ridder has websites in all of its markets and a variety of investments in internet and technology companies, publishes a growing portfolio of targeted publications and maintains investments in two newsprint companies. Knight Ridders internet operation develops and manages the companys 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.
As part of the transaction, McClatchy intends to divest 12 Knight Ridder newspapers, mainly located in cities that do not fit the companys longstanding acquisition criteria, chiefly involving growing markets. The transaction is subject to customary terms and conditions, including approval by the Knight Ridder shareholders and is expected to close this summer.
On April 26, 2006, the McClatchy Company announced a definitive agreement with MediaNews Group, Inc. (MediaNews) and The Hearst Corporation (Hearst) under which the companies will pay McClatchy $1.0 billion in cash to acquire four newspapers. MediaNews will purchase two northern California papers, the San Jose Mercury News and Contra Costa Times, and Hearst will acquire the Monterey (CA) Herald, and the St. Paul Pioneer Press in St. Paul, Minnesota. The parties intend to close the transaction within roughly the same time frame as the close of McClatchys Knight Ridder acquisition.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Statements in this press release regarding the proposed transactions between McClatchy and each of Knight Ridder, MediaNews and Hearst, the expected timetable for completing the transactions, future financial and operating results, benefits and synergies of the transactions, the divestiture plan, future opportunities for the company and any other statements about managements future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words believes, plans, anticipates, expects, estimates and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to consummate the transactions, the ability of McClatchy to successfully integrate Knight Ridders operations and employees; the ability to realize anticipated synergies and cost savings; and the other factors described in McClatchys Annual Report on Form 10-K for the year ended December 25, 2005 and the final Prospectus/Proxy Statement/Information Statement contained in McClatchys Registration Statement on Form S-4 (Registration No. 333-133321). McClatchy disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.
IMPORTANT ADDITIONAL INFORMATION
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 McClatchys 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 SECs 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 Ridders 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 SECs 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.
The McClatchy Company
Consolidated Statistical Report
(In thousands, except for preprints)
April | April Year-to-Date | |||||||||||||||||
2006 | 2005 | % Change |
2006 | 2005 | % Change |
|||||||||||||
Revenues - Net: |
||||||||||||||||||
Advertising |
||||||||||||||||||
California |
$ | 37,925 | $ | 37,404 | 1.4 | % | $ | 134,146 | $ | 128,235 | 4.6 | % | ||||||
Minneapolis |
28,242 | 30,575 | -7.6 | % | 98,998 | 102,963 | -3.9 | % | ||||||||||
Carolinas |
16,088 | 16,215 | -0.8 | % | 54,323 | 54,347 | 0.0 | % | ||||||||||
Northwest |
14,096 | 14,342 | -1.7 | % | 45,973 | 46,889 | -2.0 | % | ||||||||||
Total Advertising |
$ | 96,351 | $ | 98,536 | -2.2 | % | $ | 333,440 | $ | 332,434 | 0.3 | % | ||||||
Circulation |
15,258 | 15,948 | -4.3 | % | 54,805 | 57,345 | -4.4 | % | ||||||||||
Other |
2,273 | 2,166 | 4.9 | % | 7,640 | 7,798 | -2.0 | % | ||||||||||
Total Revenue |
$ | 113,882 | $ | 116,650 | -2.4 | % | $ | 395,885 | $ | 397,577 | -0.4 | % | ||||||
Average Paid Circulation:* |
||||||||||||||||||
Daily |
1,364.7 | 1,415.2 | -3.6 | % | 1,379.1 | 1,414.0 | -2.5 | % | ||||||||||
Sunday |
1,726.8 | 1,814.1 | -4.8 | % | 1,734.4 | 1,815.7 | -4.5 | % | ||||||||||
* Reflects average paid circulation based upon number of days in period. Does not reflect ABC reported figures. |
| |||||||||||||||||
Advertising Linage for Dailies: |
||||||||||||||||||
Full Run ROP |
||||||||||||||||||
Retail |
512.4 | 534.8 | -4.2 | % | 1,700.6 | 1,810.1 | -6.0 | % | ||||||||||
National |
100.6 | 107.4 | -6.3 | % | 368.9 | 392.1 | -5.9 | % | ||||||||||
Classified |
746.1 | 776.0 | -3.9 | % | 2,622.4 | 2,635.9 | -0.5 | % | ||||||||||
Total |
1,359.1 | 1,418.2 | -4.2 | % | 4,691.9 | 4,838.1 | -3.0 | % | ||||||||||
Millions of Preprints Distributed |
317.6 | 346.2 | -8.3 | % | 1,172.4 | 1,153.9 | 1.6 | % | ||||||||||
Full Run ROP Linage by Market for Dailies: |
||||||||||||||||||
California: |
||||||||||||||||||
The Sacramento Bee |
227.1 | 249.1 | -8.8 | % | 823.4 | 864.3 | -4.7 | % | ||||||||||
The Fresno Bee |
129.2 | 124.3 | 3.9 | % | 452.6 | 428.5 | 5.6 | % | ||||||||||
The Modesto Bee |
119.4 | 115.0 | 3.8 | % | 425.0 | 404.9 | 5.0 | % | ||||||||||
Merced Sun-Star |
75.1 | 61.3 | 22.5 | % | 242.4 | 206.7 | 17.3 | % | ||||||||||
Star Tribune, Minneapolis |
153.9 | 177.5 | -13.3 | % | 533.2 | 592.2 | -10.0 | % | ||||||||||
Northwest: |
||||||||||||||||||
The News Tribune, Tacoma |
101.6 | 119.2 | -14.8 | % | 362.7 | 417.3 | -13.1 | % | ||||||||||
Anchorage Daily News |
95.0 | 104.8 | -9.4 | % | 291.6 | 320.1 | -8.9 | % | ||||||||||
Tri-City Herald |
84.0 | 87.7 | -4.2 | % | 289.3 | 304.4 | -5.0 | % | ||||||||||
Carolinas: |
||||||||||||||||||
The News & Observer, Raleigh |
168.4 | 178.8 | -5.8 | % | 606.2 | 627.8 | -3.4 | % | ||||||||||
South Carolina Dailies |
205.4 | 200.5 | 2.4 | % | 665.5 | 671.9 | -1.0 | % | ||||||||||
Total |
1,359.1 | 1,418.2 | -4.2 | % | 4,691.9 | 4,838.1 | -3.0 | % | ||||||||||
The McClatchy Company
Supplemental Advertising Revenue
By Category for the Period Ending April 30, 2006
April | April Year-to-Date | |||||||||||
% Change |
% Change Print Only |
% Change |
% Change Print Only |
|||||||||
Advertising categories: |
||||||||||||
Retail |
(2.5 | ) | (4.6 | ) | (1.5 | ) | (3.2 | ) | ||||
National |
(3.3 | ) | (3.3 | ) | (4.7 | ) | (4.6 | ) | ||||
Classified Total |
(3.7 | ) | (5.8 | ) | 1.6 | (0.6 | ) | |||||
Auto |
(23.3 | ) | (25.6 | ) | (19.3 | ) | (22.0 | ) | ||||
Real Estate |
15.6 | 16.0 | 23.5 | 23.9 | ||||||||
Employment |
(1.2 | ) | (5.6 | ) | 3.2 | (0.8 | ) | |||||
Direct Marketing |
14.2 | 14.2 | 12.9 | 12.9 | ||||||||
Total advertising growth |
(2.2 | ) | (3.9 | ) | 0.3 | (1.3 | ) |