KNIGHT-RIDDER MERGER FINALIZED BY STOCKHOLDER

• Document Type: CREST
• Collection: General CIA Records
• Document Number (FOIA) /ESDN (CREST): CIA-RDP90-00806R000100600003-1
• Release Decision: RIPPUB
• Original Classification: K
• Document Page Count: 1
• Document Creation Date: December 22, 2016
• Document Release Date: August 6, 2010
• Sequence Number: 3
• Publication Date: November 23, 1974
• Content Type: OPEN SOURCE

Sanitized Copy Approved for Release 2010/08/06: CIA-RDP90-00806R000100600003-1
23 NOVEMBER 1971+
Knight-Ridder merger
explained to the stockholders the reason at the meeting.
~i I Gorce Island in Miami at the end of the
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Knight
I Eric Ridder before the vote was taken, from an illness His son represented him
The merger of two newspaper publish-
ing*empires into one was finalized in sep-
arate meetings held in New York and
Miami by Ridder Publications Inc. and
Knight Newspapers Inc. on November 20.
Despite some pre-storm signals waved
by some Bidders stockholders last week,
the merger which forms the largest news-
paper enterprise in America went through
as promised, without a hitch.
Shareholders of Knight Newspapers
Inc. made a clean sweep of the plan for
merger with Ridder Publications Inc., at
a special meeting November 20 in Miami,
Fla.
The vote for a reorganization of Knight
that will make Ridder a wholly owned sub-
sidiary, effective November 30, 1974 was
announced as 9,986,484 in favor and 5,745
against. All of the votes had been cast by
proxy.
Lee- Hills, Chairman of Knight, an-
nounced to a meeting of about 60 per-
sons, mostly management and staff em-
ployes of the Miami Herald, that the fa-
vorable vote represented 99.94 percent of
the votes cast out of a total of 10,443,801
shares outstanding.
Record cote
This was the greatest percentage of
votes ever exercised in a Knight election.
The meeting, which Hills characterized
as a "social hour" in the Dupont Plaza
Hotel, ran for 45 minutes. including a 15-
minute coffee-and-danish break.
Before the voting, Hills announced that
the investment counselling firm of Gold-
man, Sachs & Co. and Lehman Brothers,
had reaffirmed their earlier opinion that
the plan for a tax-free exchange of Rid-
der and Knight shares was "still fair and
equitable" for investors in both companies.
Each Ridder common share will be given
six tenths of a share of Knight. The quar-
terly dividend will be raised from 8 cents
to 13 and a half cents a share.
In New York City on November 20, at
the Waldorf-Astoria, Ridder Publications,
Inc., stockholders heard Eric Ridder as
secretary to the Ridder Board of Directors
report the final count on the proposed
Knight-Ridder merger.
The vote was 5,941,934 in favor of the
merger and 1,555,953 against. Bernard J.
Ridder, Chairman of the Board, after the
secretary's report, declared the merger
approved and adopted.
Prior to the special meeting of Ridder
stockholders two directors, Eric Ridder
and Joseph B. Ridder, announced that
they would vote against the proposed
merger. (See E&P Nov. 16) Eric and
Joseph B. Rid,!er owned as of November
7, and beneficially, 433,294 and 363,003
shares of Ridder common stock, resliec-
tively.
for his announced position. on Eric Rrd-,-
der and Joseph B. Ridder had voted in
favor of the merger at two Ridder Board'
of . Directors meetings held July 17, 1974'
and September 18, 1974.
"Knight management is excellent", said
Eric Ridder, "but I am concerned about'
two of their properties, Philadelphia and'
Detroit. In both of these markets the!
newspapers are number two."
ing from an appendectomy and he plans
to move into his winter home on La
Eric Ridder then went on to say, "that'
on a conservative basis if you took Rid-+
der earnings and. put it below the lowest'
possible multiple, which would be 20 times,
earnings, you would come up with a figure
of 280 million dollars. The 280 million:
dollars in cash looks a lot different than'
Mess than a 100 million dollars in stock.
My feelings about the Knight merger,
apart from the fact that I know and like:
them all, is I think they have made one of:
the most marvelous deals in the history of
the newspaper industry, and I wish we
could have clone the same."
Ridder and Knight management teams,
associated for many years in professional
dealings, have a common bond in believing
that "quality and profit go hand in hand,"
Hills said. It is a firm policy of Knight
to operate newspapers with local editorial
autonomy that are financially successful,
he noted.
Knight-Ridder Newspapers Inc., as the
new firm will be known, will constitute
an amalgam of 33 dailies in markets that
are Coast-To-Coast and are forecast to
enjoy a growth of consumer income as
much as 77.9 percent in the next 12 years.
Consumer expenditures in these markets,
Hills said, are predicted to reach 74 per-
cent higher than present figures, outpac-
ing the national rate.
In only one state, 'Michigan, will the
new corporation have two newspapers
where markets overlap but the degree is
insignificant, according to Hills. He re-
ferred to Detroit and Niles.
In San Jose, Hills pointed out, a com-
munity which has been served by Ridder,
has the highest median average family
income of any city in the country.
Hills also remarked that Knight-Ridder
will own 65 percent of the dividend shares
of Seattle Times Co. and 49.5 percent of
the voting stock. I
Asked to comment on the economy and
its effect on newspaper operations, Hills
replied that he personally believed "we
are in a painful period which will he cor-
rected" probably by niid-1975. Until there
is a turnaround from the recession, he
said, "we will have a rough time--even
worse than it is now."
Sanitized Copy Approved for Release 2010/08/06: CIA-RDP90-00806R000100600003-1