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Knight Ridder Inc · S-8 · On 5/24/02 · EX-24.1

Filed On 5/24/02 · SEC File 333-89016 · Accession Number 891618-2-2579

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 5/24/02  Knight Ridder Inc                 S-8         5/24/02    4:20                                     Bowne of Palo Alto/FA

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan · Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            6     31K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion re: Legality                                   2     12K 
 3: EX-23.1     Consent of Experts or Counsel                          1      5K 
 4: EX-24.1     Power of Attorney                                     11     43K

EX-24.1 · Power of Attorney

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                                                                    EXHIBIT 24.1

 POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK OPTION PLAN

KNOW ALL PERSONS BY THESE PRESENTS:                                             

            The undersigned, a director and officer of Knight-Ridder, Inc.
(the "Company"), hereby constitutes and appoints Gary R. Effren and Gordon      
Yamate, and each of them, with full power of substitution and resubstitution,   
his/her true and lawful attorney-in-fact and agent to execute in his/her name,  
place and stead in such capacity or capacities (whether on behalf of the        
Company, as a director and/or officer of the Company or otherwise), any and all 
instruments which said attorney or attorneys may deem necessary or advisable in 
order to enable the Company to comply with the Securities Act of 1933, as       
amended (the "Securities Act"), and any requirements of the Securities and      
Exchange Commission (the "Commission") in respect thereof, in connection with   
the filing of any Registration Statement to be filed with the Commission under  
the Securities Act relating to shares of the Company's Common Stock issued or   
issuable under the Company's Employee Stock Option Plan, including, without     
limitation, power and authority to sign his/her name (whether on behalf of the  
Company, as a director and/or officer of the Company or otherwise) to any such  
Registration Statement and any and all amendments (including post-effective     
amendments) to any such Registration Statement, and to file the same, with all  
exhibits thereto and any other documents in connection therewith, with the      
Commission, and grants unto each of said attorneys and his/her substitutes full 
power and authority to do and perform, in the name and on behalf of the         
undersigned, every act whatsoever necessary or advisable to be done in the      
premises, as fully and to all intents and purposes as the undersigned might or  
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.             

         IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 16th day of May, 2002.                                        

                                                                [Download Table]
                                                                      
     /s/ P. Anthony Ridder                   Chairman of the Board and
-----------------------------------           Chief Executive Officer 
       P. Anthony Ridder                                              

EX-24.1 2nd Page of 11 TOC 1st Previous Next Bottom Just 2nd

 POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK OPTION PLAN

KNOW ALL PERSONS BY THESE PRESENTS:                                             

     The undersigned, an officer of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Gordon Yamate and Margaret Randazzo,
with full power of substitution and resubstitution, his true and lawful         
attorney-in-fact and agent to execute in his name, place and stead in such      
capacity or capacities (whether on behalf of the Company, as an officer of the  
Company or otherwise), any and all instruments which said attorney may deem     
necessary or advisable in order to enable the Company to comply with the        
Securities Act of 1933, as amended (the "Securities Act"), and any requirements 
of the Securities and Exchange Commission (the "Commission") in respect thereof,
in connection with the filing of any Registration Statement to be filed with the
Commission under the Securities Act relating to shares of the Company's Common  
Stock issued or issuable under the Company's Employee Stock Option Plan,        
including, without limitation, power and authority to sign his name (whether on 
behalf of the Company, as an officer of the Company or otherwise) to any such   
Registration Statement and any and all amendments (including post-effective     
amendments) to any such Registration Statement, and to file the same, with all  
exhibits thereto and any other documents in connection therewith, with the      
Commission, and grants unto said attorney and his/her substitutes full power and
authority to do and perform, in the name and on behalf of the undersigned, every
act whatsoever necessary or advisable to be done in the premises, as fully and  
to all intents and purposes as the undersigned might or could do in person. The 
undersigned does hereby ratify and confirm all that such attorneys and agents   
shall do or cause to be done by virtue hereof.                                  

               IN WITNESS WHEREOF, the undersigned has signed his name hereto as
of this 16th day of May, 2002.                                                  

                                                                [Download Table]
                                                                               
       /s/ Gary R. Effren                         Chief Financial              
-----------------------------------   Officer and Senior Vice President/Finance
         Gary R. Effren                                                        

EX-24.1 3rd Page of 11 TOC 1st Previous Next Bottom Just 3rd

 POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK OPTION PLAN

KNOW ALL PERSONS BY THESE PRESENTS:                                             

     The undersigned, an officer of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate,   
and each of them, with full power of substitution and resubstitution, his true  
and lawful attorney-in-fact and agent to execute in his name, place and stead in
such capacity or capacities (whether on behalf of the Company, as an officer of 
the Company or otherwise), any and all instruments which said attorney or       
attorneys may deem necessary or advisable in order to enable the Company to     
comply with the Securities Act of 1933, as amended (the "Securities Act"), and  
any requirements of the Securities and Exchange Commission (the "Commission") in
respect thereof, in connection with the filing of any Registration Statement to 
be filed with the Commission under the Securities Act relating to shares of the 
Company's Common Stock issued or issuable under the Company's Employee Stock    
Option Plan, including, without limitation, power and authority to sign his name
(whether on behalf of the Company, as an officer of the Company or otherwise) to
any such Registration Statement and any and all amendments (including           
post-effective amendments) to any such Registration Statement, and to file the  
same, with all exhibits thereto and any other documents in connection therewith,
with the Commission, and grants unto each of said attorneys and his/her         
substitutes full power and authority to do and perform, in the name and on      
behalf of the undersigned, every act whatsoever necessary or advisable to be    
done in the premises, as fully and to all intents and purposes as the           
undersigned might or could do in person. The undersigned does hereby ratify and 
confirm all that such attorneys and agents shall do or cause to be done by      
virtue hereof.                                                                  

               IN WITNESS WHEREOF, the undersigned has signed his name hereto as
of this 16th day of May, 2002.                                                  

                                                                [Download Table]
                                                           
      /s/ Margaret Randazzo                 Vice President/
-----------------------------------           Controller   
        Margaret Randazzo                                  

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 POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK OPTION PLAN

KNOW ALL PERSONS BY THESE PRESENTS:                                             

     The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate,   
and each of them, with full power of substitution and resubstitution, his/her   
true and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a    
director and/or officer of the Company or otherwise), any and all instruments   
which said attorney or attorneys may deem necessary or advisable in order to    
enable the Company to comply with the Securities Act of 1933, as amended (the   
"Securities Act"), and any requirements of the Securities and Exchange          
Commission (the "Commission") in respect thereof, in connection with the filing 
of any Registration Statement to be filed with the Commission under the         
Securities Act relating to shares of the Company's Common Stock issued or       
issuable under the Company's Employee Stock Option Plan, including, without     
limitation, power and authority to sign his/her name (whether on behalf of the  
Company, as a director and/or officer of the Company or otherwise) to any such  
Registration Statement and any and all amendments (including post-effective     
amendments) to any such Registration Statement, and to file the same, with all  
exhibits thereto and any other documents in connection therewith, with the      
Commission, and grants unto each of said attorneys and his/her substitutes full 
power and authority to do and perform, in the name and on behalf of the         
undersigned, every act whatsoever necessary or advisable to be done in the      
premises, as fully and to all intents and purposes as the undersigned might or  
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.             

         IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 16th day of May, 2002.                                        

                                                                [Download Table]
                                                             
/s/ James I. Cash, Jr.                               Director
-----------------------------------                          
James I. Cash, Jr.                                           

EX-24.1 5th Page of 11 TOC 1st Previous Next Bottom Just 5th

 POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK OPTION PLAN

KNOW ALL PERSONS BY THESE PRESENTS:                                             

     The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate,   
and each of them, with full power of substitution and resubstitution, his/her   
true and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a    
director and/or officer of the Company or otherwise), any and all instruments   
which said attorney or attorneys may deem necessary or advisable in order to    
enable the Company to comply with the Securities Act of 1933, as amended (the   
"Securities Act"), and any requirements of the Securities and Exchange          
Commission (the "Commission") in respect thereof, in connection with the filing 
of any Registration Statement to be filed with the Commission under the         
Securities Act relating to shares of the Company's Common Stock issued or       
issuable under the Company's Employee Stock Option Plan, including, without     
limitation, power and authority to sign his/her name (whether on behalf of the  
Company, as a director and/or officer of the Company or otherwise) to any such  
Registration Statement and any and all amendments (including post-effective     
amendments) to any such Registration Statement, and to file the same, with all  
exhibits thereto and any other documents in connection therewith, with the      
Commission, and grants unto each of said attorneys and his/her substitutes full 
power and authority to do and perform, in the name and on behalf of the         
undersigned, every act whatsoever necessary or advisable to be done in the      
premises, as fully and to all intents and purposes as the undersigned might or  
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.             

         IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 21st day of May, 2002.                                        

                                                                [Download Table]
                                                              
/s/ Kathleen Foley Feldstein                          Director
-----------------------------------                           
Kathleen Foley Feldstein                                      

EX-24.1 6th Page of 11 TOC 1st Previous Next Bottom Just 6th

 POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK OPTION PLAN

KNOW ALL PERSONS BY THESE PRESENTS:                                             

     The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate,   
and each of them, with full power of substitution and resubstitution, his/her   
true and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a    
director and/or officer of the Company or otherwise), any and all instruments   
which said attorney or attorneys may deem necessary or advisable in order to    
enable the Company to comply with the Securities Act of 1933, as amended (the   
"Securities Act"), and any requirements of the Securities and Exchange          
Commission (the "Commission") in respect thereof, in connection with the filing 
of any Registration Statement to be filed with the Commission under the         
Securities Act relating to shares of the Company's Common Stock issued or       
issuable under the Company's Employee Stock Option Plan, including, without     
limitation, power and authority to sign his/her name (whether on behalf of the  
Company, as a director and/or officer of the Company or otherwise) to any such  
Registration Statement and any and all amendments (including post-effective     
amendments) to any such Registration Statement, and to file the same, with all  
exhibits thereto and any other documents in connection therewith, with the      
Commission, and grants unto each of said attorneys and his/her substitutes full 
power and authority to do and perform, in the name and on behalf of the         
undersigned, every act whatsoever necessary or advisable to be done in the      
premises, as fully and to all intents and purposes as the undersigned might or  
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.             

         IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 16th day of May, 2002.                                        

                                                                [Download Table]
                                                              
     /s/ Thomas P. Gerrity                            Director
-----------------------------------                           
       Thomas P. Gerrity                                      

EX-24.1 7th Page of 11 TOC 1st Previous Next Bottom Just 7th

 POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK OPTION PLAN

KNOW ALL PERSONS BY THESE PRESENTS:                                             

     The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate,   
and each of them, with full power of substitution and resubstitution, his/her   
true and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a    
director and/or officer of the Company or otherwise), any and all instruments   
which said attorney or attorneys may deem necessary or advisable in order to    
enable the Company to comply with the Securities Act of 1933, as amended (the   
"Securities Act"), and any requirements of the Securities and Exchange          
Commission (the "Commission") in respect thereof, in connection with the filing 
of any Registration Statement to be filed with the Commission under the         
Securities Act relating to shares of the Company's Common Stock issued or       
issuable under the Company's Employee Stock Option Plan, including, without     
limitation, power and authority to sign his/her name (whether on behalf of the  
Company, as a director and/or officer of the Company or otherwise) to any such  
Registration Statement and any and all amendments (including post-effective     
amendments) to any such Registration Statement, and to file the same, with all  
exhibits thereto and any other documents in connection therewith, with the      
Commission, and grants unto each of said attorneys and his/her substitutes full 
power and authority to do and perform, in the name and on behalf of the         
undersigned, every act whatsoever necessary or advisable to be done in the      
premises, as fully and to all intents and purposes as the undersigned might or  
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.             

         IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 17th day of May, 2002.                                        

                                                                [Download Table]
                                                              
      /s/ Patricia Mitchell                           Director
-----------------------------------                           
         Patricia Mitchell                                    

EX-24.1 8th Page of 11 TOC 1st Previous Next Bottom Just 8th

 POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK OPTION PLAN

KNOW ALL PERSONS BY THESE PRESENTS:                                             

     The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate,   
and each of them, with full power of substitution and resubstitution, his/her   
true and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a    
director and/or officer of the Company or otherwise), any and all instruments   
which said attorney or attorneys may deem necessary or advisable in order to    
enable the Company to comply with the Securities Act of 1933, as amended (the   
"Securities Act"), and any requirements of the Securities and Exchange          
Commission (the "Commission") in respect thereof, in connection with the filing 
of any Registration Statement to be filed with the Commission under the         
Securities Act relating to shares of the Company's Common Stock issued or       
issuable under the Company's Employee Stock Option Plan, including, without     
limitation, power and authority to sign his/her name (whether on behalf of the  
Company, as a director and/or officer of the Company or otherwise) to any such  
Registration Statement and any and all amendments (including post-effective     
amendments) to any such Registration Statement, and to file the same, with all  
exhibits thereto and any other documents in connection therewith, with the      
Commission, and grants unto each of said attorneys and his/her substitutes full 
power and authority to do and perform, in the name and on behalf of the         
undersigned, every act whatsoever necessary or advisable to be done in the      
premises, as fully and to all intents and purposes as the undersigned might or  
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.             

         IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 16th day of May, 2002.                                        

                                                                [Download Table]
                                                           
      /s/ M. Kenneth Oshman                        Director
-----------------------------------                        
        M. Kenneth Oshman                                  

EX-24.1 9th Page of 11 TOC 1st Previous Next Bottom Just 9th

 POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK OPTION PLAN

KNOW ALL PERSONS BY THESE PRESENTS:                                             

     The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate,   
and each of them, with full power of substitution and resubstitution, his/her   
true and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a    
director and/or officer of the Company or otherwise), any and all instruments   
which said attorney or attorneys may deem necessary or advisable in order to    
enable the Company to comply with the Securities Act of 1933, as amended (the   
"Securities Act"), and any requirements of the Securities and Exchange          
Commission (the "Commission") in respect thereof, in connection with the filing 
of any Registration Statement to be filed with the Commission under the         
Securities Act relating to shares of the Company's Common Stock issued or       
issuable under the Company's Employee Stock Option Plan, including, without     
limitation, power and authority to sign his/her name (whether on behalf of the  
Company, as a director and/or officer of the Company or otherwise) to any such  
Registration Statement and any and all amendments (including post-effective     
amendments) to any such Registration Statement, and to file the same, with all  
exhibits thereto and any other documents in connection therewith, with the      
Commission, and grants unto each of said attorneys and his/her substitutes full 
power and authority to do and perform, in the name and on behalf of the         
undersigned, every act whatsoever necessary or advisable to be done in the      
premises, as fully and to all intents and purposes as the undersigned might or  
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.             

         IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 16th day of May, 2002.                                        

                                                                [Download Table]
                                                            
      /s/ Randall L. Tobias                         Director
-----------------------------------                         
        Randall L. Tobias                                   

EX-24.1 10th Page of 11 TOC 1st Previous Next Bottom Just 10th

 POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK OPTION PLAN

KNOW ALL PERSONS BY THESE PRESENTS:                                             

     The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate,   
and each of them, with full power of substitution and resubstitution, his/her   
true and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a    
director and/or officer of the Company or otherwise), any and all instruments   
which said attorney or attorneys may deem necessary or advisable in order to    
enable the Company to comply with the Securities Act of 1933, as amended (the   
"Securities Act"), and any requirements of the Securities and Exchange          
Commission (the "Commission") in respect thereof, in connection with the filing 
of any Registration Statement to be filed with the Commission under the         
Securities Act relating to shares of the Company's Common Stock issued or       
issuable under the Company's Employee Stock Option Plan, including, without     
limitation, power and authority to sign his/her name (whether on behalf of the  
Company, as a director and/or officer of the Company or otherwise) to any such  
Registration Statement and any and all amendments (including post-effective     
amendments) to any such Registration Statement, and to file the same, with all  
exhibits thereto and any other documents in connection therewith, with the      
Commission, and grants unto each of said attorneys and his/her substitutes full 
power and authority to do and perform, in the name and on behalf of the         
undersigned, every act whatsoever necessary or advisable to be done in the      
premises, as fully and to all intents and purposes as the undersigned might or  
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.             

         IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 17th day of May, 2002.                                        

                                                                [Download Table]
                                                                
   /s/ Gonzalo F. Valdes-Fauli                          Director
-----------------------------------                             
     Gonzalo F. Valdes-Fauli                                    

EX-24.1 Last Page of 11 TOC 1st Previous Next Bottom Just 11th

 POWER OF ATTORNEY
KNIGHT-RIDDER, INC. REGISTRATION STATEMENT
EMPLOYEE STOCK OPTION PLAN

KNOW ALL PERSONS BY THESE PRESENTS:                                             

     The undersigned, a director of Knight-Ridder, Inc. (the
"Company"), hereby constitutes and appoints Gary R. Effren and Gordon Yamate,   
and each of them, with full power of substitution and resubstitution, his/her   
true and lawful attorney-in-fact and agent to execute in his/her name, place and
stead in such capacity or capacities (whether on behalf of the Company, as a    
director and/or officer of the Company or otherwise), any and all instruments   
which said attorney or attorneys may deem necessary or advisable in order to    
enable the Company to comply with the Securities Act of 1933, as amended (the   
"Securities Act"), and any requirements of the Securities and Exchange          
Commission (the "Commission") in respect thereof, in connection with the filing 
of any Registration Statement to be filed with the Commission under the         
Securities Act relating to shares of the Company's Common Stock issued or       
issuable under the Company's Employee Stock Option Plan, including, without     
limitation, power and authority to sign his/her name (whether on behalf of the  
Company, as a director and/or officer of the Company or otherwise) to any such  
Registration Statement and any and all amendments (including post-effective     
amendments) to any such Registration Statement, and to file the same, with all  
exhibits thereto and any other documents in connection therewith, with the      
Commission, and grants unto each of said attorneys and his/her substitutes full 
power and authority to do and perform, in the name and on behalf of the         
undersigned, every act whatsoever necessary or advisable to be done in the      
premises, as fully and to all intents and purposes as the undersigned might or  
could do in person. The undersigned does hereby ratify and confirm all that such
attorneys and agents shall do or cause to be done by virtue hereof.             

         IN WITNESS WHEREOF, the undersigned has signed his/her name
hereto as of this 16th day of May, 2002.                                        

                                                                [Download Table]
                                                              
      /s/ John L. Weinberg                            Director
-----------------------------------                           
       John L. Weinberg

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Knight Ridder Inc · S-8 · On 5/24/02 · EX-24.1

Filed On 5/24/02 · SEC File 333-89016 · Accession Number 891618-2-2579

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan · Form S-8Filing Table of Contents

EX-24.1 · Power of Attorney

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan · Form S-8
Filing Table of Contents