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Knight Ridder Inc – ‘10-K/A’ for 12/25/05

On: Friday, 4/14/06, at 4:18pm ET · For: 12/25/05 · Accession #: 898822-6-364 · File #: 1-07553

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/14/06  Knight Ridder Inc                 10-K/A     12/25/05    1:52K                                    Wachtell Lipton… Katz/FA

Amendment to Annual Report — Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      April 14, 2006 10-K/A                                 17     97K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Relationships and Related Transactions Deferred Compensation Plan Directors and Executive Officers of the Registrant Executive Compensation Pension Plan Principal Accounting Fees and Services Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 401(k) Plan
1	1st Page - Filing Submission
3	Item 10. Directors and Executive Officers of the Registrant
6	Item 11. Executive Compensation
10	Deferred Compensation Plan
"	401(k) Plan
11	Pension Plan
12	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
14	Item 13. Certain Relationships and Related Transactions
15	Item 14. Principal Accounting Fees and Services

10-K/A 1st Page of 17 TOC ↑Top Previous Next ↓Bottom Just 1st
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
(AMENDMENT NO. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 25, 2005 COMMISSION FILE NUMBER 1-7553

KNIGHT-RIDDER, INC.
---------------------------------------------------------
(Exact name of registrant as specified in its charter)

FLORIDA 38-0723657
--------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

50 WEST SAN FERNANDO STREET
SUITE 1500
SAN JOSE, CA 95113
---------------------------------------- -----
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (408) 938-7700

Securities registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
COMMON STOCK, $0.02 1/12 PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED SHARE PURCHASE RIGHTS

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.):
Yes [ ] No [ X ]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ X ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ X ] Accelerated Filer [ ]Non-accelerated filer [ ]

The aggregate market value of voting stock, which consists solely of shares of
common stock held by non-affiliates of the registrant, was approximately $3.6
billion as of June 24, 2005 (computed by reference to the closing price as
reported by the New York Stock Exchange).

The registrant had 67,690,269 shares of common stock (par value $0.02 1/12 per
share), net of treasury stock, issued and outstanding as of March 31, 2006.

10-K/A 2nd Page of 17 TOC 1st Previous Next ↓Bottom Just 2nd
EXPLANATORY NOTE

This amendment on Form 10-K/A (Amendment No. 1) amends our annual report on
Form 10-K for the fiscal year ended December 25, 2005, as filed with the
Securities and Exchange Commission on March 9, 2005, and is being filed to
include the information required by Part III of Form 10-K. The information
required by Items 10-14 of Part III are no longer being incorporated by
reference to our Proxy Statement. This amendment is not intended to update other
information presented in this annual report as originally filed.

10-K/A 3rd Page of 17 TOC 1st Previous Next ↓Bottom Just 3rd
PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The following tables include certain information regarding the Company's
directors and executive officers. Unless otherwise indicated, the age of each
director and executive officer listed below is as of April 14, 2006. Each of the
directors serves a three-year term, with the terms for Messrs. Mc Cray and
Oshman and Ms. Mitchell expiring in 2006, Ms. Feldstein and Messrs. Gerrity and
Valdes-Fauli expiring in 2007, and Messrs. Ernst, Prabhu, Ridder and Warnock
expiring in 2008. The Board has determined that each member of the Audit
Committee is "independent" and "financially literate" in accordance with the
listing standards of the NYSE, and, in accordance with SEC and NYSE
requirements, meets additional independence standards applicable to audit
committee members. In addition, the Board has determined that Messrs. Ernst and
Prabhu are "audit committee financial experts" as defined under by SEC rules.
There are no family relationships among our directors or executive officers.

DIRECTORS

NAME AGE RECENT POSITIONS HELD AS OF APRIL 14, 2006

P. Anthony 65 Mr. Ridder has been Chairman of the Management
Ridder Committee and Chairman and CEO of Knight Ridder
since 1995. He served as President from 1989 to
1995 and president of the Newspaper Division from
1986 to 1995. He was Publisher of the San Jose
Mercury News from 1977 to 1986. Mr. Ridder is the
Chair of the Executive Committee of the Board and
a member of the Environmental Affairs Committee.

Mark A. Ernst 47 Mr. Ernst has served as a director of the Company
since 2004 and is a member of the Audit
Committee. Mr. Ernst served as Chairman of the
Board of Directors of H&R Block, Inc., a provider
of tax preparation, mortgage services and
financial products and services, since 2002, Chief
Executive Officer since 2001, President since
1999, Chief Operating Officer from September 1998
through December 2000 and Executive Vice President
from September 1998 until September 1999. Prior to
joining H&R Block, Inc. Mr. Ernst served as a
senior executive with American Express Company.
Mr. Ernst is a director of Great Plains Energy
Incorporated and a member of the board of
directors of numerous civic organizations.

Kathleen Foley 65 Ms. Feldstein has served as a director of the
Feldstein Company since 1998, is the Chair of the Nominating
and Corporate Governance Committee and is a member
of the Audit Committee. Ms. Feldstein has served
as President of Economics Studies, Inc., a private
consulting firm, since 1987. She serves as a
director of BellSouth Corporation and BlackRock
Closed End Mutual Funds. She is also a Trustee of
the Committee for Economic Development, the Museum
of Fine Arts, Boston and McLean Hospital.

Thomas P. 64 Mr. Gerrity has served as a director of the
Gerrity Company since 1998 and is a member of the
Nominating and Corporate Governance Committee.
Mr. Gerrity has served as Professor of Management
at the Wharton School of the University of
Pennsylvania since 1990 and served as Dean from
1990 to 1999. Mr. Gerrity serves as a director of
CVS Corporation, Fannie Mae, Sunoco, Hercules
Incorporated and Internet Capital Group, Inc.

Ronald D. 48 Mr. Mc Cray has served as a director of the
Mc Cray Company since 2003 and is a member of
the Nominating and Corporate Governance
Committee and the Environmental Affairs
Committee. Mr. Mc Cray has served as Senior Vice
President - Law and Government Affairs of
Kimberly-Clark Corporation, a global health and
hygiene company which produces tissue, personal
care and health care products, since 2003. He
is responsible for global strategic, legal
management, corporate governance and internal
audit matters. Mr. Mc Cray has held a variety
of positions with Kimberly-Clark since 1987,
including Vice President/Associate General Counsel
and Secretary from 2001 to 2003, Vice President/
Chief Counsel and Secretary from 1999 to 2001, Vice
President and Chief Counsel (Latin American and
Neenah Operations) from 1996 to 2001. He is also a
member of the Council on Foreign Relations.

10-K/A 4th Page of 17 TOC 1st Previous Next ↓Bottom Just 4th
Patricia 63 Ms. Mitchell has served as a director of the
Mitchell Company since 2002, is the Chair of the
Environmental Affairs Committee and is a member
of the Compensation Committee. Ms. Mitchell has
served as the President and Chief Executive
Officer of the Museum of Television and Radio since
March 2006, and previously served as the President
and Chief Executive Officer of the Public
Broadcasting Service from 2000 to 2006. Prior to
that she served as President of CNN Productions
and Time Inc. Television at Time Warner from 1992
to 2000. Ms. Mitchell serves as a director of Bank
of America Corporation and is a member of the Board
of Trustees of the Sundance Institute and the
Women's Leadership Advisory Council of the Kennedy
School of Government.

M. Kenneth 65 Mr. Oshman has served as a director of the Company
Oshman since 1996, is the Chair of the Compensation
Committee and is a member of the Nominating and
Corporate Governance Committee and the Executive
Committee. Since 1989, Mr. Oshman has served as
Chairman and Chief Executive Office of Echelon
Corporation, a networking company providing
hardware and software products that enable
everyday devices to connect to each other and the
Internet. Mr. Oshman co-founded Rolm Corporation
in 1969 and served as Chief Executive Officer,
President and Director until Rolm's merger with
IBM in 1984. From 1984 to 1986, Mr. Oshman served
as a vice president of IBM. He is also a director
of Sun Microsystems, Inc.

Vasant Prabhu 46 Mr. Prabhu has served as a director of the Company
since 2003 and is a member of the Audit Committee
and the Compensation Committee. Mr. Prabhu has
served as Executive Vice President and Chief
Financial Officer of Starwood Hotels & Resorts
Worldwide, Inc., a hotel and leisure company,
since January 2004. Previously, Mr. Prabhu served
as Executive Vice President/Chief Financial
Officer and President/E-Commerce of Safeway, Inc.
from 2000 through December 2003,
President/Information and Media Group at
McGraw-Hill Companies from 1998 to 2000, and in
various finance roles at PepsiCo, Inc. from 1992
to 1998.

Gonzalo F. 59 Mr. Valdes-Fauli has served as a director of the
Valdes-Fauli Company since 1992, is the Chair of the Audit
Committee and is a member of the Compensation
Committee. Mr. Valdes-Fauli is a retired
Vice-Chairman of Barclays Capital, the investment
banking division of Barclays Bank, London,
England. Mr. Valdes-Fauli served as a member of
the management committee of Barclays Capital from
1988 to 2001. He was Group Chief Executive of
Barclays Bank Latin America from 1988 to 2001. He
is a director of Blue Cross/Blue Shield of
Florida, director of Gildan Activewear, Inc.,
Chairman of the Board of Directors of Broadspan
Capital, LLC and Chairman of Banco Republic,
Dominican Republic. Mr. Valdes-Fauli is a Trustee
of the University of Miami.

John E. Warnock 65 Mr. Warnock has served as a director of the
Company since 2001 and is a member of the
Nominating and Corporate Governance Committee and
the Environmental Affairs Committee. Mr. Warnock
is a founder of Adobe Systems, Inc., a developer
of software solutions for network publishing, and
has served as Chairman from 1989 to 1997 and as
Co-Chairman since 1997. Mr. Warnock served as
Chief Executive Officer of Adobe Systems, Inc.
from 1982 through December 2000 and Chief
Technical Officer from December 2000 to March
2001. Mr. Warnock is a director of Salon Media
Group, Inc. and a member of the Board of Trustees
of the American Film Institute and Folger
Shakespeare Library.

10-K/A 5th Page of 17 TOC 1st Previous Next ↓Bottom Just 5th
EXECUTIVE OFFICERS

NAME AGE RECENT POSITIONS HELD AS OF APRIL 14, 2006

Marshall 57 Mr. Anstandig joined us in 1998 as Vice
Anstandig President/Senior Labor and Employment Counsel. He
previously served as a partner in the law firm of
Brown & Bain, P.A. from 1996 to 1998.

Art Brisbane 55 Mr. Brisbane has served as our Senior Vice
President since January 2005. He previously
served as Publisher of The Kansas City Star
from 1997 to 2004 and Editor from 1992 to 1997.

Mary Jean 53 Ms. Connors has served as our Senior Vice
Connors President since 2003. She previously served as
Senior Vice President/Human Resources from 1996 to
2003. Before that, she was Vice President/Human
Resources from 1989 to 1996

Arden Dickey 52 Mr. Dickey has served as our Vice
President/Circulation and Regional Call Centers
since 2002. He previously served as Assistant Vice
President/Circulation and Regional Call Centers
from 2000 to 2002 and Vice President/Circulation
of The Miami Herald/El Nuevo Herald from 1992 to
2000.

Gary R. Effren 50 Mr. Effren has served as our Vice
President/Finance since January 2005. Previously,
Mr. Effren served as Senior Vice President/Finance
and Chief Financial Officer from 2001 to 2004, and
Vice President/Controller from 1995 to 2001.

Paula Lynn 51 Ms. Ellis joined us in December 2004 as Vice
Ellis President/Operations. She previously served as
Publisher of The (Myrtle Beach, S.C.) Sun News
from 1997 to 2004.

Carole Leigh 49 Ms. Hutton joined us in September 2005 as Vice
Hutton President/News. She previously served as Publisher
and Editor of the Detroit Free Press from 2004 to
2005; as Executive Editor from 2002 to 2003; and
as Managing Editor from 1996 to 2002.

Polk Laffoon IV 60 Mr. Laffoon has served as our Vice President/
Corporate Relations since 1994 and Corporate
Secretary since 1999.

Tally C. Liu 55 Mr. Liu became our Vice President/Internal Audit
in 2002. He previously served as Senior
Vice President/Finance and Operations of Knight
Ridder Digital, the Company's Internet operation,
from 2000 to 2002 and Vice President/Finance of the
Company from 1990 to 2000.

Sharon Mandell 42 Ms. Mandell joined us as Vice President/Technology
in 2004. She previously served as Chief Technology
Officer of Knight Ridder Digital from 2002 to
2004, Vice President of Technology of Tribune
Publishing from 2001 to 2002 and Vice President
and Chief Technology Officer of Tribune
Interactive from 1999 to 2001.

Larry D. 52 Mr. Marbert has served as our Vice President/
Marbert Production and Facilities since 1998.

John McKeon 49 Mr. McKeon joined us in October 2005 as Vice
President/Marketing. He previously served as
Executive Vice President and General Manager for
Newsday from 2004 to 2005; Senior Vice
President/General Manager of Sun Sentinel Company
from 2002 to 2004; and as Senior Vice
President/Advertising, Los Angeles Times from 1998
to 2001.

Larry Olmstead 48 Mr. Olmstead has served as our Vice
President/Staff Development and Diversity since
2002. He previously served as Assistant Vice
President/News of Knight Ridder from 2001 to 2002
and Managing Editor of The Miami Herald from 1996
to 2001.

Steven B. Rossi 56 Mr. Rossi has served as our Senior Vice
President and Chief Financial Officer since

10-K/A 6th Page of 17 TOC 1st Previous Next ↓Bottom Just 6th
January 2005. He previously served as President/
Newspaper Division from 2001 to 2004, Senior
Vice President/Operations from 1998 to 2001 and
Executive Vice President and General Manager of
Philadelphia Newspapers from 1992 to 1998.

Hilary 45 Ms. Schneider has served as our Senior Vice
Schneider President since January 2005. She previously
served as Vice President of Knight Ridder and
President and Chief Executive Officer of Knight
Ridder Digital, the Company's Internet operations,
since 2002. Served as Chief Executive Officer of
Red Herring Communications from 2000 to 2002,
President and Chief Executive Officer of Times
Mirror Interactive from 1999 to 2000 and General
Manager of The Baltimore Sun Company from 1998 to
1999.

Karen 55 Ms. Stevenson has been Chief Legal
Stevenson Officer/Assistant to the Chairman and CEO since
February 2006. She previously was Executive
Director of Legal Aid of Napa Valley from 2005
to 2006 and a member of the board of East
Bay Community Foundation since 2001. She served as
our Vice President/General Counsel from 1998 to
November 2000.

Byron Traynor 48 Mr. Traynor has served as our Vice
President/Shared Services since 2002. He
was previously a partner at Andersen Business
Consulting from 1996 to 2002.

Alice Wang 37 Ms. Wang has served as our Vice
President/Corporate Development and Treasurer
since January 2005. She served as Vice
President/Corporate Development from 2003 to 2005.
She was previously employed by Credit Suisse First
Boston Corporation as Director/ Media and
Telecommunications Group in 2002 and Vice
President from 1999 to 2001.

Gordon Yamate 50 Mr. Yamate has served as our Vice President and
General Counsel since 2000. He previously served
as Vice President, General Counsel and Corporate
Secretary of Liberate Technologies from 1999 to
2000 and was a partner in the law firm of
McCutchen, Doyle, Brown & Enersen from 1988 to
1999.

We have adopted a written code of ethics that applies to all employees and
directors, including our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions. This code of ethics is available free of charge and is posted
on our website, WWW.KRI.COM, on the "Corporate Governance" page, under the
Investor Information section. Any amendments to, or waivers of, this code of
ethics will be disclosed on our website promptly following the date of such
amendment or waiver.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Securities Exchange Act of 1934, as amended (the "Exchange Act")
requires that the Company's directors, executive officers and persons who
beneficially own more than 10% of the Company's common stock (i.e., insiders)
file reports of ownership and changes in ownership of the Company's equity
securities with the SEC and the New York Stock Exchange ("NYSE") and furnish the
Company with copies of such reports. Based solely on its review of copies of
these reports, the Company believes that during 2005 all directors, executive
officers and persons who beneficially own more than 10% of the Company's common
stock filed on a timely basis all reports required of them with these
exceptions: Hilary Schneider, Senior Vice President, and Gary R. Effren, Vice
President/Finance, each filed one late report with respect to one transaction in
2005, and Carole Leigh Hutton filed a late Form 3. All of these were due to
administrative oversights and the reports were promptly filed upon discovery of
the oversight.

ITEM 11. EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth information regarding the compensation
during the past three years of the Chief Executive Officer and each of the other
four most highly compensated executive officers in 2005:

10-K/A 7th Page of 17 TOC 1st Previous Next ↓Bottom Just 7th
SUMMARY COMPENSATION TABLE

[Enlarge/Download Table]

LONG-TERM COMPENSATION
---------------------------------------------------------------
RESTRICTED SECURITIES LTIP ALL OTHER
NAME/PRINCIPAL SALARY BONUS STOCK UNITS UNDERLYING PAYOUTS COMPENSATION
POSITION(1) YEAR ($) ($) ($)(2) OPTIONS (#) ($)(3) ($) (4)
-------------------------------- -------------------------------------------------------- -------------------------

P. Anthony Ridder 2005 980,000 281,304 1,176,230 74,000 -- 25,268
Chairman and CEO 2004 980,000 718,105 -- 155,000 -- 20,172
2003 972,405 455,637 -- 175,000 2,219,178 19,614

Steven B. Rossi 2005 602,923 101,310 445,060 28,000 -- 12,504
Senior Vice President/ 2004 673,000 370,299 -- 60,000 -- 13,112
Chief Financial Officer 2003 645,962 216,285 -- 110,000 1,370,669 10,459

Hilary Schneider 2005 593,856 101,310 445,060 28,000 -- 239,654(5)
Senior Vice President 2004 432,846 498,522 -- 60,000 -- 11,238
2003 399,154 475,565 -- 30,000 -- 9,760

Art Brisbane 2005 592,308 101,310 445,060 28,000 -- 988,484(6)
Senior Vice President 2004 400,000 218,930 -- 60,000 -- 8,863
2003 397,500 54,204 -- 27,000 796,293 7,570

Mary Jean Connors 2005 580,000 97,933 445,060 28,000 -- 10,296
Senior Vice President 2004 564,308 258,768 -- 58,000 -- 10,035
2003 540,577 180,944 -- 65,000 1,253,183 9,715

<FN>

(1) Effective January 1, 2005, Mr. Rossi became Senior Vice President/Finance
and Chief Financial Officer. Previously, Mr. Rossi served as the Company's
President/Newspaper Division. Also effective January 1, 2005, Mr. Brisbane and
Ms. Schneider became Senior Vice Presidents. Previously, Mr. Brisbane held the
position of President and Publisher of The Kansas City Star; Ms. Schneider was
President/Knight Ridder Digital and Vice President/Knight-Ridder, Inc.

(2) Amounts represent the value of restricted stock units issued to the named
executive officers under the Employee Equity Incentive Plan that was approved by
shareholders on April 26, 2005. The value per share is equal to price of $63.58,
the closing price on December 16, 2005. The restricted stock units have both
performance-based and time-based vesting criteria. In order for the restricted
stock units to vest, Knight Ridder must meet or exceed a target operating profit
level for the fiscal year 2005. If the operating profit target is met, 25% of
the award will vest; the remainder of the award will vest in 25% increments on
the second, third and fourth anniversaries of the date of grant. Restricted
stock unit awards of 18,500 shares, 7,000 shares, 7,000 shares, 7,000 shares and
7,000 shares were made to Mr. Ridder, Mr. Rossi, Ms. Schneider, Mr. Brisbane and
Ms. Connors, respectively.

(3) Amounts represent the value of shares and accrued dividends issued to the
named executive officers in accordance with the Company's 1997 Long-Term
Incentive Plan. The performance period under the Company's 1997 Long-Term
Incentive Plan ended on December 31, 2002. The plan provided that none of the
shares would vest unless the Company's total shareholder return ("TSR") was
positive and at least equal to the median TSR of the other companies in the
Company's comparison group during the performance period (January 1, 2000
through December 31, 2002). Upon satisfaction of those conditions, 15% of the
shares would vest if the Company's TSR was equal to the peer group median and
100% of the shares would vest if the Company's TSR was at the 85th percentile of
the peer TSR or higher. In accordance with the plan, 100% of the shares granted
to the participants vested because the Company's TSR was greater than that of
all other companies in the peer group during the performance period. In January
2003, the Company issued the vested shares and accrued dividends to plan
participants, including the named executive officers.

(4) The amounts listed for 2005, 2004, and 2003, respectively, represent (i)
matching contributions to the named executive officers under the Company's
401(k) Plan as follows: Mr. Ridder, $6,300. $6,000, and $5,553: Mr. Rossi,
$6,300, $6,150, and $6,000; Ms. Schneider $6,300, $9,225, and $9,000, Mr.
Brisbane, $6,300, $6,150 and $6,000; and Ms. Connors, $6,300, $6,150 and $6,000;
and (ii) the cost of life insurance on the lives of the named executive

10-K/A 8th Page of 17 TOC 1st Previous Next ↓Bottom Just 8th
officers in 2005, 2004, and 2003, respectively, as follows: Mr. Ridder, $18,968,
$14,172, and $14,061; Mr. Rossi, $6,204, $6,962, and $4,459; Ms. Schneider,
$2,767, $2,013, and $760; Mr. Brisbane; $6,002, $2,713, and $1,570; and Ms.
Connors, $3,996, $3,885, and $3,715.

(5) The amount shown for 2005 includes one-time relocation payments of $230,587
to Ms. Schneider relating to costs and reimbursements associated with actual
moving expenses incurred in connection with relocating Ms. Schneider.

(6) The amount shown for 2005 includes one-time relocation payments of $976,182
to Mr. Brisbane of which $400,000 was a relocation bonus, $216,399 was a related
tax reimbursement, and $359,783 were costs and reimbursements associated with
actual moving expenses incurred in connection with relocating Mr. Brisbane.

</FN>

The following table sets forth information regarding stock options granted
in 2005 to the executive officers named in the Summary Compensation Table:

OPTION/SAR GRANTS IN LAST FISCAL YEAR

[Enlarge/Download Table]

NUMBER OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SAR EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED(#) FISCAL YEAR(%) ($/SHARE) DATE ($)(1)(2)
---- ----------- -------------- ----------- ---------- -------------

P. Anthony Ridder 74,000 7.99% $63.86 12/16/2015 $807,096

Steven B. Rossi 28,000 3.02% $63.86 12/16/2015 $305,388

Hilary Schneider 28,000 3.02% $63.86 12/16/2015 $305,388

Art Brisbane 28,000 3.02% $63.86 12/16/2015 $305,388

Mary Jean Connors 28,000 3.02% $63.86 12/16/2015 $305,388

<FN>
-----------------------
(1) The "grant date present value" shown is a hypothetical value based upon
application of the Black-Sholes model. This model often is used to estimate
the market value of transferrable options by calculating the probability -
based on the volatility of the stock subject to the option - that the stock
price will exceed the option exercise price at the end of the option term.
The assumptions used in calculating the Black-Sholes value of the options
were: expected volatility of 0.1767; risk-free rate of return of 4.36%;
dividend yield of 2.239%; and vest over a four year period from date of
grant. Based on this model, the calculated value of each option on December
13, 2004 was $10.9067 per share underlying each option.

(2) The stock options are not transferable. The Black-Scholes estimate
notwithstanding, an option granted under the Employee Equity Incentive Plan
will have value only if and to the extent the optionee exercises the option
at a time when the market price of the Company's common stock is above the
market price on the date the option was granted.

</FN>

10-K/A 9th Page of 17 TOC 1st Previous Next ↓Bottom Just 9th
The following table sets forth information regarding Company stock options
exercised in 2005 by the executive officers named in the Summary Compensation
Table, as well as the number of unexercised options held by each of them at the
end of the 2005:

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES

[Enlarge/Download Table]

NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS/ IN-THE-MONEY OPTIONS/SARS
SARS AT FISCAL YEAR-END(#)($) AT FISCAL YEAR-END(1)
------------------------------- -----------------------------
SHARES VALUE
ACQUIRED ON REALIZED
NAME EXERCISE(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------

P. 80,000 $1,246,525 873,334 235,666 $3,503,530 0
Anthony
Ridder
Steven 3,000 $85,425 462,000 104,666 $2,250,950 0
B.
Rossi
Hilary 0 0 70,000 78,000 $13,400 0
Schneider
Art 0 0 92,000 77,000 $57,645 0
Brisbane
Mary Jean 24,000 $798,732 395,668 88,332 $2,730,261 0
Connors

<FN>
-----------------------
(1) The amount shown is the amount by which the market value at year-end
of all shares subject to unexercised options exceeded the exercise
price of those options and is based on the average of the high and low
trading prices of the Company's common stock on the New York Stock
Exchange on December 23, 2005.

</FN>

INCOME SECURITY AGREEMENTS

None of our officers have employment agreements. However, certain executive
officers of the Company and its subsidiaries designated by the Compensation
Committee of the Board, including the named executive officers, have had income
security agreements. The agreements continue through December 31 of each year
and are automatically extended for additional three-year terms (a renewal date)
unless we notify the executive that the agreement will not be extended 60 days
prior to a renewal date. The agreement provides that each executive will be
entitled to receive the following, if after a change in control (as defined in
the agreements), an executive's employment is terminated for any reason other
than (a) death, (b) disability, (c) cause, or (d) resignation by the executive
for any reason other than good reason, each as defined in the agreement:

A lump sum cash severance payment equal to three times the greater of (i)
the sum of the salary and cash bonus payable to the participant for the
last full calendar year preceding the severance payment or (ii) the sum of
the participant's annualized salary and the maximum cash bonus the
participant could have earned for the then current calendar year;

Continued participation in the Company's group term life insurance plan and
health plan for a period of three years following the date of termination;
and

Accelerated vesting of stock issued and stock options granted, in
accordance with the provisions of our Employee Equity Incentive Plan, which
provides that the unvested portion of any option will be deemed to have
vested and become fully exercisable immediately prior to any such
termination.

The agreements also provide that if any payments made in connection with a
change in control would be subject to excise tax imposed by Section 4999 of the
Internal Revenue Code, we will "gross up" the participant's compensation for all
taxes and any penalties and interest.

10-K/A 10th Page of 17 TOC 1st Previous Next ↓Bottom Just 10th
LONG-TERM INCENTIVE PLAN

In accordance with the Company's Long-Term Incentive Plan (the "LTIP"),
participants who were selected to participate at the beginning of a three-year
performance period will be eligible to receive an award equal to three times 75%
of the participant's salary as of first day of January in the first year of the
performance period. The award potential for participants added to the plan after
the commencement of the performance period will be reduced from three times 75%
of salary on a pro rata basis to reflect the number of full calendar months
remaining in the performance period. The salary used for later-added
participants will be the annual rate of salary in effect for the participant as
of the first day of the month in which the award is made. The maximum amount
payable under the LTIP to a participant is $5 million. Plan participants may
elect to defer any portion of their award under the Company's Annual Incentive
Deferral Plan, as described in more detail below under the caption "Deferred
Compensation Plan."

Termination of employment prior to the date of payment of an award for
reasons other than death, disability or retirement will result in immediate
forfeiture of any rights to receive an award from the LTIP and termination of
participation in the Plan.

In the event of a change in control of the Company (as defined in the plan)
during a performance period, the performance period will immediately end and all
awards, if any, will be calculated based on the abbreviated performance period
and paid to participants.

All of the named executive officers participated in the plan and in January
2006 received an award equal to three times 75% of their respective salaries in
effect on January 1, 2003.

DEFERRED COMPENSATION PLAN

We sponsor a non-qualified unfunded Annual Incentive Deferral Plan designed
to allow eligible participants to defer payment of certain elements of their
compensation until a future date. Only certain members of management and other
highly compensated employees of the Company and participating subsidiaries are
eligible to participate in the plan. The Compensation Committee of the Board
administers the plan. Participants may elect to defer up to 100% of base salary
and annual bonus. Amounts deferred under the plan are credited or charged with
the performance of the investment options offered under the plan and selected by
participants. Participants may elect to receive distributions as a lump sum or
in up to ten substantially equal annual installments at retirement or earlier as
provided in the plan. In the event of a change of control, as defined in the
plan, participants will receive a lump sum distribution.

Each of the named executive officers participates in the Annual Incentive
Deferral Plan.

OTHER BENEFITS

RETIREMENT PLANS

401(K) PLAN

We sponsor a defined contribution retirement savings plan qualified under
section 401(k) of the Internal Revenue Code (the "401(k) Plan"). Eligible
employees may contribute up 75% of their earnings on a pre-tax basis and 20% on
an after-tax basis, subject to certain limitations. We make matching
contributions for eligible participants which are initially invested in Knight
Ridder common stock. However, participants may, at their option, diversify the
investment of the Company match by selling the Knight Ridder common stock held
in their plan accounts and investing the proceeds in the other investment funds
available under the 401(k) plan. In fiscal year 2005, we made matching
contributions of $12.1 million, which includes $31,500 in the aggregate for
matching contributions to named executive officers, as further described in the
"All Other Compensation" column of the Summary Compensation Table on pages 6 and
7.

10-K/A 11th Page of 17 TOC 1st Previous Next ↓Bottom Just 11th
PENSION PLAN

The Knight Ridder Pension Plan (the "Pension Plan") is a funded,
tax-qualified, noncontributory defined benefit pension plan that covers certain
non-union employees, including each of the named executive officers. Benefits
under the Pension Plan are based on an employee's years of service and the
employee's final average earnings, i.e., average earnings over the five years
for which earnings are the highest during the employee's final ten years of
service. Earnings covered by the Retirement Plan include base salary and bonus
paid under an annual bonus program. The amount of annual earnings that may be
considered in calculating benefits under the Pension Plan is limited by law. For
2005, the annual limit was $210,000. Contributions to the Retirement Plan are
paid into a trust from which the benefits of participants are paid.

We also sponsor an unfunded benefit restoration plan that provides out of
our general assets for the difference between the amount that would have been
payable under the Pension Plan absent legal limits and the amount actually
payable under the Pension Plan. We do not have any other arrangements to pay any
significant supplemental pension amount to a named executive officer, although
payments may be made after retirement under equity awards or deferred
compensation arrangements.

The following table shows, for the final average earnings and years of
service indicated, the estimated annual benefits payable beginning upon
retirement at age 65 under the current benefit formula of the Pension Plan. The
estimated benefits are calculated based on the assumption that payments will be
made as a single-life annuity to an officer, hired prior to January 1, 1989 and
retiring in 2005 at age 65 with a specified combination of final average
earnings (salary and bonus) and years of service. The benefits shown are not
subject to any reduction for Social Security or other offset amounts.

A change in benefit formula applies to employees hired on and after January
1, 1989 and is reflected in the column for 15 years of credited service.

ESTIMATED ANNUAL RETIREMENT BENEFITS

YEARS OF SERVICE AT AGE 65
------------------------------------------------------------
FINAL
AVERAGE EARNINGS 15 20 25 30 35 40 OR MORE
---------------- ------- ------- ------- ------- ------- ----------
125,000 24,825 39,350 44,500 49,649 52,774 55,899
200,000 41,700 65,600 74,500 83,399 88,399 93,399
300,000 64,200 100,600 114,500 128,399 135,899 143,399
400,000 86,700 135,600 154,500 173,399 183,399 193,399
500,000 109,200 170,600 194,500 218,399 230,899 243,399
600,000 131,700 205,600 234,500 263,399 278,399 293,399
700,000 154,200 240,600 274,500 308,399 325,899 343,399
900,000 199,200 310,600 354,500 398,399 420,899 443,399
1,000,000 221,700 345,600 394,500 443,399 468,399 493,399
1,300,000 289,200 450,600 514,500 578,399 610,899 643,399
1,600,000 356,700 555,600 634,500 713,399 753,399 793,399
1,900,000 424,200 660,600 754,500 848,399 895,899 943,399

As of the end of 2005, Mr. Ridder had 44 years of service with the Company;
Mr. Rossi 18 years; Mr. Brisbane 23 years; Ms. Schneider 3 years and Ms. Connors
26 years.

DIRECTOR COMPENSATION

Director compensation is established in accordance with the Company's
Compensation Plan for Non-employee Directors (the "Director Plan"). Our Board of
Directors adopted the Director Plan effective July 1, 1997. Only non-employee
directors are eligible to receive awards under the Director Plan. As described
below, the Director Plan provides that non-employee directors receive the
following compensation: (1) an annual retainer fee payable one half in Knight
Ridder common stock and one half in cash or stock, at the director's election;
(2) board and

10-K/A 12th Page of 17 TOC 1st Previous Next ↓Bottom Just 12th
committee meeting attendance fees; (3) an annual stock option grant; and (4) and
in certain cases, retirement benefits.

Currently, non-employee directors receive an annual retainer of $60,000.
Half of this retainer is paid in our common stock, and a director may choose to
receive the balance in cash or stock. The annual retainer fee is paid in equal
quarterly installments. Employee directors do not receive any compensation for
serving as a member of our Board of Directors.

Non-employee directors receive a fee of $1,500 for each Board meeting and
meeting of shareholders and $1,000 for each committee meeting attended except
for Audit Committee members who receive $1,500 per meeting. Each non-employee
director who chairs a committee receives the following annual fee: Audit
Committee $10,000; Compensation Committee $8,000; Nominating and Corporate
Governance Committee $8,000; and Environmental Affairs Committee $5,000. The
Company also reimburses directors for travel and other expenses incurred in
attending meetings.

Each December, each non-employee director is granted an option to purchase
5,000 shares of the Company's common stock at the fair market value of the
Company's common stock on the date the option is granted. Options have a term of
ten years and vest in equal annual installments over a three-year period from
the date of grant. Vested options may be exercised: (1) while serving as a
director; (2) within five years after termination of service due to disability
or retirement; (3) the earlier of three years after death or five years after
termination of service if a director dies while serving on the Board; or (4)
within three months after an optionee ceases to be a director for any other
reason. Payment is required upon exercise of an option and may be made in cash
or by delivery to the Company of shares of the Company's common stock or a
combination of cash and shares.

In accordance with the Director Plan, directors who met the following
eligibility requirements when they retired from the Board receive an annual
lifetime benefit commencing upon retirement from the Board if: (i) they were
never employed by the Company; (ii) were age 65 or older on July 1, 1996; and
(iii) had at least five years of service (or, if disabled, following at least
two years of service) when they retired from the Board. The benefit ranges from
50% of the annual retainer fee for directors who retired after five years of
service to 100% of the annual retainer fee for directors who retired with ten or
more years of service. None of our current non-employee directors are eligible
for this retirement benefit.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2005, the Compensation Committee was comprised of the following five
non-employee directors: M. Kenneth Oshman, Chair, Thomas P. Gerrity, Patricia
Mitchell, Vasant Prabhu and Gonzalo Valdes-Fauli. No member of the Compensation
Committee served as an officer or employee of the Company or any of its
subsidiaries during 2005. In addition, during 2005, no executive officer of the
Company served as a director or as a member of the compensation committee of a
company which employs a director of the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

On November 14, 2005, we announced the Board of Directors' decision to
explore strategic alternatives to enhance shareholder value, including a
possible sale of the company. We have been working with Goldman, Sachs & Co.,
our long-time advisor, and Morgan Stanley in this process. On March 12, 2006, we
entered into an Agreement and Plan of Merger with The McClatchy Company pursuant
to which the Company would merge into McClatchy. The completion of the Merger is
subject to various customary conditions, including obtaining the approval of
Company shareholders and termination or expiration of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act. The Board of
Directors also amended our bylaws to provide that shareholders may submit
proposals for consideration, and/or nominations for directors at our 2006 Annual
Meeting of Shareholders no earlier than 60 days nor later than 45 days prior to
the date of the meeting. At a meeting on January 29, 2006, the Board decided to
postpone the 2006 Annual Meeting of Shareholders from the date previously
scheduled, April 18, 2006, until a future date yet to be determined.

10-K/A 13th Page of 17 TOC 1st Previous Next ↓Bottom Just 13th
PRINCIPAL HOLDERS OF THE COMPANY'S STOCK

The following table sets forth all persons known to the Company to be the
beneficial owners of more than 5% of the Company's common stock as of March 31,
2006. As of March 31, 2006, there were 67,690,269 shares of the Company's common
stock outstanding.

SHARES
NAME AND ADDRESS OF BENEFICIAL BENEFICIALLY PERCENT OF
OWNERS OF COMMON STOCK OWNED CLASS
------------------------------ ------------ ----------
Private Capital Management 12,153,658(1) 18%
8889 Pelican Bay Boulevard, Suite 500
Naples, FL 34108

Southeastern Asset Management, Inc. 5,075,100(2) 7.5%
6410 Poplar Avenue, #900
Memphis, TN 38119

Torray LLC 3,618,400(3) 5.3%
7501 Wisconsin Ave., #1100
Bethesda, MD 20814-6523

--------------------
(1) According to a Schedule 13D filed February 17, 2006, Private (1)
Capital Management, a registered investment adviser, has shared
dispositive power over all of the shares and shared voting power over
8,750,000 shares.

(2) According to a Schedule 13G filed March 14, 2006, Southeastern Asset
Management, Inc., a registered investment adviser, has sole voting
power over 2,217,400 shares, shared voting power over 2,311,000
shares, no voting power over 546,700 shares, sole dispositive power
over 2,759,100 shares, shared dispositive power 2,311,000 shares and
no dispositive power over 5,000 shares.

(3) According to a Form 13F filed February 14, 2006, Torray LLC, an
institutional investment manager, has sole dispositive power over
3,618,400 shares, sole voting power over 3,491,100 shares and no
voting power over 127,300 shares.

10-K/A 14th Page of 17 TOC 1st Previous Next ↓Bottom Just 14th
STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth the number of shares of the Company's common
stock beneficially owned as of March 31, 2006 by each director, nominee and
executive officer named in the Summary Compensation Table, and by all directors,
nominees and executive officers as a group. Except as noted, each person has
sole voting and investment power over the shares shown in the table.

[Enlarge/Download Table]

SHARES TOTAL SHARES OTHER COMMON
COMMON SUBJECT TO BENEFICIALLY STOCK
NAME STOCK OPTIONS(1) OWNED EQUIVALENTS(5)
----------------------------- ------- ---------- ------------- --------------

Art Brisbane 7,629 92,000 99,629 22,222
Mary Jean Connors 52,789 395,668 448,457(2) 13,912
Mark A. Ernst 1,883 1,667 3,550 0
Kathleen Foley Feldstein 4,145 21,001 25,146 3,330
Thomas P. Gerrity 2,896 13,001 15,897 3,330
Ronald D. Mc Cray 2,071 5,001 7,072 160
Patricia Mitchell 1,918 9,001 10,919 644
M. Kenneth Oshman 35,791 23,001 58,792(3) 4,384
Vasant Prabhu 1,480 5,001 6,481 160
P. Anthony Ridder 231,772 873,334 1,105,106(2) 0
Steven B. Rossi 19,916 462,000 481,91(2) 13,382
Hilary Schneider 6,397 70,000 76,397 10,296
Gonzalo F. Valdes-Fauli 4,471 23,001 27,472 4,563
John E. Warnock 3,499 9,001 12,500 807
All directors and executive
officers as a group (29
persons including those
named above) 484,997 2,995,051 3,480,048(4) 121,070

<FN>
-----------------------

(1) Represents stock options that are exercisable on March 31, 2006 or
become exercisable within 60 days of March 31, 2006. As of the
Company's fiscal year end 2005, the in-the-money value of options held
by each of Mr. Ridder, Mr. Rossi, Ms. Schneider, Mr. Brisbane and Ms.
Connors was $3,503,530, $2,250,950, $13,400, $57,645 and $2,730,261,
respectively.

(2) Includes shares owned by, or jointly owned with spouses as (2)
follows: (a) 2,736 shares owned by Ms. Connor's husband; (b) 3,477
shares owned by Mr. Ridder's wife, 898 shares jointly owned by Mr.
Ridder and his wife, and 18,925 shares held in trust of which Mrs.
Ridder is the trustee; and (c) 15,168 shares jointly owned by Mr.
Rossi and his wife. Ms. Connors and Mr. Ridder disclaim beneficial
ownership of the shares owned by their respective spouses. Mr. Ridder
shares voting and investment power with his spouse as to those shares
jointly owned.

(3) Includes 30,000 shares owned by a partnership in which Mr. (3) Oshman
has a 97% income interest. Mr. Oshman has the power to vote these
shares and the power to direct their disposition and he claims
beneficial ownership as to 97% of the shares.

(4) Except for Mr. Ridder who beneficially owned 1.6% of the (4) Company's
common stock, no director or executive officer beneficially owned more
than 1% of the Company's common stock. All directors and executive
officers as a group owned 4.9% of the Company's common stock.

(5) Includes common stock units held in Knight Ridder stock (5) accounts
under the Company's Annual Incentive Deferral Plan and Compensation
Plan for Nonemployee Directors.

</FN>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From time to time, the Company and its subsidiaries engage in transactions
with companies where one of the Company's executive officers or directors or a
member of his or her immediate family has a direct or indirect interest. All of
these transactions, including those described below, are in the ordinary course
of business and at competitive rates and prices.

10-K/A 15th Page of 17 TOC 1st Previous Next ↓Bottom Just 15th
Mark Ernst, a director of the Company, is Chairman, President and Chief
Executive Officer H&R Block, and Vasant Prabhu, a director of the Company, is
Executive Vice President/Chief Financial Officer of Starwood Hotels & Resorts
Worldwide, Inc., each of which purchases advertising from certain of the
Company's newspapers.

Gonzalo F. Valdes-Fauli, a director of the Company, is a former
Vice-Chairman of Barclays Capital and former Group Chief Executive Officer of
Barclays Bank, Latin America, an affiliate of Barclays Bank plc, which provides
certain pension management services to the Company.

Peter B. Ridder, President and Publisher of THE CHARLOTTE OBSERVER, is a
brother of the Company's Chairman and Chief Executive Officer, P. Anthony
Ridder, and Par Ridder, President and Publisher of the ST. PAUL PIONEER Press,
is the son of P. Anthony Ridder. In 2005, Peter B. Ridder and Par Ridder
received aggregate compensation of $540,465 and $429,196, respectively.

In November 2005, at the Company's request, Peter Ridder postponed his
announced December 31, 2005 retirement and continued his role as Chairman and
Publisher of The Charlotte Observer until the close of any strategic transaction
that may take place in 2006. Mr. Ridder's agreement with the company provides
that he will receive a lump-sum cash payment equal to 50% of his annual base
salary, but he is not eligible for an income security agreement. Payment will be
made at the date of the close of a strategic transaction or at the time the
Board of Directors decides to no longer pursue a strategic transaction.

In November 2005, the Company and Par Ridder entered into an agreement
similar to that of similarly situated publishers with the Company that would
provide Mr. Ridder a separation package if a change in control of the company
occurs and Mr. Ridder is terminated from employment within 18 months of the
change in control. The separation package would be payable only if both events
take place and would consist of a lump-sum payment equal to two times his annual
base salary of $306,800 and two times his target annual incentive award (which
is calculated as 50% of base pay).

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

FEES AND SERVICES OF ERNST & YOUNG

For the fiscal years 2005 and 2004, fees for professional services provided
by Ernst & Young were as follows (in thousands):

2005 2004
------ ------

Audit Fees(1) 1,667 2,122
Audit-Related Fees(2) 449 350
Tax Fees(3) -- 80
All Other Fees -- --
------ ------
Total $2,116 $2,552
====== ======

------------------------

(1) Includes fees associated with the annual audit of the (1) Company's
consolidated financial statements, reviews of the Company's quarterly
reports on Form 10-Q, fees related to regulatory filings and in 2004,
the audit of internal controls over financial reporting.

(2) Audit-related fees relate principally to audits of Company-sponsored
employee benefit plans, as well as other audits and audit-related
services for subsidiaries and affiliates.

(3) Tax fees relate to tax compliance services.

AUDIT COMMITTEE'S PRE-APPROVAL POLICIES AND PROCEDURES

In accordance with the SEC's requirements regarding auditor independence,
the Audit Committee has responsibility for appointing, setting compensation and
overseeing the work of the independent auditor. In recognition of this
responsibility, the Audit Committee has established a policy to pre-approve all
audit and permissible non-audit services provided Ernst & Young.

10-K/A 16th Page of 17 TOC 1st Previous Next ↓Bottom Just 16th
Under the policy, particular services or categories of services are
pre-approved, subject to a specific budget. During 2005, all services provided
by Ernst & Young were approved by the Audit Committee pursuant to this policy.

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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.
(Registrant)

Dated: April 14, 2006 /s/ P. Anthony Ridder
---------------- ------------------------------------
By: P. Anthony Ridder
Chairman 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.

SIGNER TITLE DATE
---------------------------- ----------------------------- --------------

/s/ P. Anthony Ridder Principal Executive Officer April 14, 2006
------------------------
Chairman and Chief
Executive Officer

/s/ Steven B. Rossi Principal Financial Officer April 14, 2006
------------------------
Senior Vice President/
Finance and Chief
Financial Officer

/s/ Gary R. Effren Principal Accounting Officer April 14, 2006
------------------------
Vice President/Finance

Mark A. Ernst* Director
Kathleen Foley Feldstein* Director
Thomas P. Gerrity* Director
Ronald D. Mc Cray* Director
Patricia Mitchell* Director
M. Kenneth Oshman* Director
Vasant Prabhu* Director
Gonzalo F. Valdes-Fauli* Director
John E. Warnock* Director

The Board of Directors

*By /s/ Steven B. Rossi
--------------------------
Steven B. Rossi
Attorney-in-fact
April 14, 2006

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-K/A’ Filing	Date	First	Last	Other Filings

	4/18/06	12		4
Filed on:	4/14/06	3	17	DEFA14A
	3/31/06	1	14
	3/14/06	13		425, 8-K, SC 13G
	3/12/06	12
	2/17/06	13		SC 13D/A
	2/14/06	13		3
	1/29/06	12
	12/31/05	15		11-K
For Period End:	12/25/05	1	2	10-K, 5
	12/23/05	9
	12/16/05	7		4, 8-K
	11/14/05	12		8-K
	6/24/05	1
	4/26/05	7		8-K, DEF 14A
	3/9/05	2		4, 4/A
	1/1/05	7
	12/13/04	8
	1/1/03	10
	12/31/02	7
	1/1/00	7
	7/1/97	11
	7/1/96	12
				List all Filings

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Knight Ridder Inc – ‘10-K/A’ for 12/25/05

On: Friday, 4/14/06, at 4:18pm ET · For: 12/25/05 · Accession #: 898822-6-364 · File #: 1-07553

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