Wednesday, June 14, 2006


Twenty Percent Plus One

That’s the number of votes of Knight Ridder Inc. shareholders it would take to scuttle the sale to McClatchy Newspapers. I voted online, so all that is needed now is 20%. This is a bad deal – bad on multiple levels. Here is why I voted no:

Stock value. Under the terms of the so-called “merger,” McClatchy will pay $40 plus .5118 of a share in McClatchy for each Knight Ridder share. That’s not much of a bargain. The day I voted, McClatchy was at $46.15. That means the value of the deal would be $63.62 a share. Knight Ridder, even in its depleted, going-out-of-business-sale state, traded at $62.62. So this corporation is to be destroyed for a buck a share? Maybe that’d be enticing if you owned a million shares. Most of us don’t.

Competition. If the U.S. Justice Department had anyone with a nose in the antitrust division, surely there’d be curiosity about the stench coming off the deal in which McClatchy lateraled to Dean Singleton’s MediaNews Group the San Jose, Contra Costa and Monterey properties it was acquiring from Knight Ridder. They’d give Singleton a chokehold on the San Francisco Bay market. If that were not enough, the involvement in the transaction of Hearst – whose own San Francisco paper is the one that stands to be choked by the Singleton deal – should cause the Antitrust folks to do more than merely scratch their heads. So should the fact that other parties eager to bid on the California and St. Paul newspapers were not given an opportunity.

Independence. In announcing the sale of Philadelphia Newspapers Inc. to a local consortium of business people, McClatchy CEO Gary Pruitt said that his company considered not merely the speed and certainty of a sale but “the interests of stakeholders including readers, employees and the communities served.” That’s a remarkably charitable view of an ownership group with starkly defined commercial, political and religious vested interests. Look, these are some of the same people who worked to put the most secretive administration of my lifetime in office in Washington. Now they’re all for freedom of information? You might as well put Dick Cheney in charge of investigative reporting. Yes, Brian Tierney, the former archdiocese PR guy who organized the Philadelphia consortium, says they’ve all signed a pledge to respect the independence of the newsrooms and he will “beat the crap out of anyone” who violates the pledge. After which, perhaps, he will sell you the Ben Franklin Bridge.

Journalism. There are people whose judgment I respect who take consolation in the prospect that most Knight Ridder papers – that is, the 20 retained under the deal by McClatchy, and at least a few of the 12 orphans – will be better off in the hands of new owners. And it is true that McClatchy went into this deal with a reputation for integrity, probity and energetic newsgathering. If McClatchy really wished to pay homage to its heritage and that of John S. Knight, it would have made sure the castoff newspapers went to owners of comparable quality. Instead, McClatchy is crowing that it got a better multiple in the sale of eleven papers (Wilkes-Barre still is unsold) than it paid for Knight Ridder as a whole. It’s hardly unusual for a public corporation, but it turns out McClatchy’s top priority is its bottom line.

So I’ve voted my measly shares against the sale of Knight Ridder to McClatchy. This is a gesture. No one else needs to copy it. If others do, and if their votes should total more than 20 percent of the Knight Ridder shares, wouldn’t that be interesting? Maybe then we could reform the Knight Ridder board, put new leadership in the executive offices and demonstrate once again what John S. Knight stood for.

Tuesday, April 11, 2006


Oh, My Gosh, I'm Employed

Yo, Fellow Alums,

It’s been announced that I’m going to be a consultant to The Yucaipa Companies in their bid for the 12 Knight Ridder papers McClatchy will not keep.

I obviously cannot continue to act on behalf of you (however presumptuously preposterous that was anyway) while engaged in this consulting work.

So I wanted to let you know about it quickly, and to assure you that I’ve agreed to help them bid for the papers in the belief that their ownership, and the possibility of eventual employee ownership, is the most opportune outcome on the horizon for all 12 papers.

Please know that I will value your suggestions, as always, and thank you for your continuing interest in the best possible ownership for the newspapers we helped to build.

Cheers, Jim

Monday, March 13, 2006


A Good Mixed Bag

We're pleased that Knight Ridder chose McClatchy as the successful bidder, but dismayed that McClatchy has said it will put growth marketing ahead of community responsibility.

Give Tony Ridder credit. When his back was to the wall, he opted to turn his company over to another company with a reputation for quality journalism.

Knight Ridder alumni wish McClatchy well. We would be pleased to provide counsel, support and whatever assistance might be useful to McClatchy as it digests the news organizations to which we gave our careers and our passions.

We particularly would welcome an opportunity to encourage McClatchy to reexamine its intention to jettison 12 of the newspapers it is acquiring. We understand the need to sell St. Paul for antitrust reasons, but we think McClatchy would enhance its reputation by strengthening all of the other Knight Ridder organizations and would reap long lasting benefits by recognizing how vital they are to their communities.

We have confidence in a bright future for news companies that treat their audiences as well as they treat their investors.

Thursday, December 15, 2005


Valuing A Shareholder

On November 21, 2005, Lois Wark, a retired Knight Ridder editor and a Knight Ridder shareholder, sent the following email to Polk Laffoon, Knight Ridder Vice President for Corporate Relations:

Dear Mr. Laffoon:

I am among a group of Knight Ridder alumni who intend to nominate candidates for the KR Board of Directors at the company's 2006 annual meeting. We have read your SEC Form 8-K filing and have the following questions:
• It would appear that the window for nominating a slate to the board is Feb. 14, 2006, to March 4, 2006, unless the annual meeting is postponed or a special meeting is called. Is that correct?
• How might the "rights of the holders of outstanding Preference Stock" affect our ability to nominate a slate?
• What constitutes "any shareholder entitled to vote for the election of directors"? Does this mean any shareholder of record on the date of the notice of filing nominations? On the date of the annual meeting?
• Is there a threshhold of stock ownership (number of shares, duration of shares held) that must be met in order to nominate candidates for the board?
• What documentation is required to be submitted with the nominations to satisfy the requirement of "shareholder entitled to vote for the election of directors"?
• May one nominator submit a full slate of names for all 10 director seats?
• Is there a form for submitting nominations?
• Are the nominees required to file a statement expressing willingness to run and serve?
• Can a group of shareholders, such as ourselves, get a list of all shareholders for mailings?
If it is not appropriate for you to answer these questions, would you please relay this letter to the appropriate corporate officer. We would appreciate an early response.

Lois Sutherland Wark
For Knight Ridder Alumni Group

When there had been no reply a week later, on Monday, November 28, Ms. Wark sent the letter to Mr. Laffoon by registered mail.

On Friday, December 2, Ms. Wark phoned Lee Ann Schlatter, Knight Ridder director of corporate communications. Ms. Schlatter said that nominations for director could be filed between Feb. 18 and March 4, 2006 if the annual meeting is held as scheduled on April 18, 2006, and deferred responses to other questions. Ms. Wark agreed to email to Ms. Schlatter a copy of her original query to Mr. Laffoon, and did so that day.

On Monday, December 5, Ms. Wark phoned Ms. Schlatter to verify that the email had arrived. Ms. Schlatter affirmed that it had, and deferred responses pending the return of Mr. Laffoon, who was out of town.

On Wednesday, December 7, Ms. Wark sent this email to Mr. Laffoon and Ms. Schlatter with additional questions:

To: Polk Laffoon IV, VP/Corporate Relations
and Lee Ann Schlatter, Director/Corporate Communications,
Knight Ridder Inc., San Jose, California

Re: Election of Directors

An additional question: How many directors are to be elected at the upcoming annual, or special, meeting of shareholders?

After reading Knight Ridder's articles of incorporation, by-laws and the amended by-laws filed with the Securities and Exchange Commission on Nov. 14, 2005 (Form 8-K, "Report of unscheduled material events or corporate changes"), it appears to us that the 10 board positions were divided into three "classes" with staggered tenures and that, having elected four directors in 2005, the shareholders would be asked to elect three new directors in 2006 and an additional three in 2007, all to three-year terms. That, of course, assumes that the number of directors remains at 10.

Is this correct? Are there any plans by the board to change the number of directors?

We ask because Knight Ridder has invited nominations of directors and it is unclear on the public record if that means all 10 current directors would be subject to a new election. Obviously there is a difference between nominating three and nominating 10 and we wish to be letter-perfect.

My thanks, once again, for your courtesy.

Lois Sutherland Wark
for Knight Ridder Alumni Group

On Wednesday, Dec. 14, twenty-three days after her original inquiry, Ms. Wark received this email from Matthew Ng, Associate General Counsel of Knight Ridder:

Dear Ms. Wark,

Lee Ann Schlatter has forwarded your email inquiry about nominating directors to the Board of Knight-Ridder, Inc. to me for response. Most of your questions involve the provision of legal advice, which we are unable to provide to you. I can tell you that we do not have a prescribed form for nominating directors and that the company does not currently have any shares of Preferred Stock issued and outstanding. You will need to meet all applicable legal requirements in nominating and electing directors. While I cannot provide you with legal advice, I would suggest that some of your questions can be answered by looking at our Bylaws which are available on our website (http://

Very truly yours,
Matthew Ng

Monday, November 28, 2005


An Open Letter from Knight Ridder Alumni

John S. Knight, a founder of the company known today as Knight Ridder, believed – and proved -- that excellent journalism is good business. The undersigned, all alumni of Knight Ridder, have lived that creed.

As did the late Jack Knight, we believe profit is not merely nice but necessary. Knight Ridder routinely has generated double-digit operating profits – such as last year’s 19.4 percent. We understand the obligation of an institutional investor to maximize return on investment. An investor for whom double digits are insufficient is free to sell Knight Ridder stock. An investor who instead demands the sale or dismantling of Knight Ridder merely in the name of a larger profit margin is engaged not in good business but in greed.

As did Jack Knight, we speak out of confidence in, not fear of, the future of the good business of excellent journalism. There is durable value in businesses that treat their citizens, their communities and their employees with respect. New technology is an ally of, not a threat to, trustworthy and nimble media. Competition gives rise to innovation and efficiency, much as recent declines in print circulation have been accompanied by increased electronic readership.

Knight Ridder is not merely another public company. It is a public trust. It must balance corporate profitability with civic purpose. We oppose those who would cripple the purpose by coercing more profit. We abhor those for whom good business is insufficient and excellent journalism is irrelevant.

We have watched mostly in silent dismay as short-term profit demands have diminished long-term capacity of newsrooms in Knight Ridder and other public media companies. We are silent no more. We will support and counsel only corporate leadership that restores to Knight Ridder newspapers the resources to do excellent journalism. We are prepared collectively to nominate candidates for the Knight Ridder board. We wish to reassert John Knight’s creed.

Roger Allaway, former reporter at the Detroit Free Press for three years and copy editor at The Philadelphia Inquirer for 29 years.

Ricardo Alonso-Zaldivar, former reporter at the Miami Herald and the Knight Ridder Washington Bureau, now at the Los Angeles Times.

Dale Allen, retired editor of the Akron Beacon Journal, former associate managing editor of The Philadelphia Inquirer, former editor/reporter at The Charlotte Observer.

Rich Aregood, retired editorial page editor of the Philadelphia Daily News and recipient of a Pulitzer Prize.

Jacqui Banaszynski, former reporter and editor, St. Paul Pioneer Press.

Marv Berenblum, former Senior Vice President for Human Resources of Knight Ridder and current Chairman and CEO of the National Executive Service Corps.

Buzz Bissinger, Philadephia Inquirer reporter (1981-88) and recipient of a Pulitzer Prize.

Mike Blackman, Philip G. Warner Endowed Chair in Journalism at Sam Houston State University and formerly editor of the Fort Worth Star-Telegram and foreign editor of The Philadelphia Inquirer.

Ken Bookman, former Philadelphia Inquirer editor.

Mark Bowden, Philadelphia Inquirer reporter 1979-2003, now national correspondent for The Atlantic Monthly.

Lorraine E. Branham, Director, University of Texas School of Journalism, and former editor of the Tallahassee Democrat.

Doreen Carvajal, former Philadelphia Inquirer reporter (1984 to 19983), former New York Times reporter and currently a writer at the International Herald Tribune in Paris.

Doug Clifton, former Executive Editor of the Miami Herald and current Editor of the Cleveland Plain Dealer.

Gary Cohn, reporter for the Los Angeles Times, formerly a reporter for the Lexington Herald Leader, The Philadelphia Inquirer and The Baltimore Sun and recipient of a Pulitzer Prize.

David B. Cooper, retired Associate Editor, Akron Beacon Journal.

Susan Mango Curtis, former assistant managing editor of the Akron Beacon Journal, currently assistant professor teaching visual journalism at Medill School of Journalism, Northwestern University.

Carrol Dadisman, retired publisher of the Tallahassee Democrat (1981-97), former executive editor of the Columbus Ledger-Enquirer, KR shareholder.

J. Lowe Davis, formerly an editor at The Philadelphia Inquirer and The Biloxi Sun Herald, both Knight Ridder newspapers, and currently Executive Editor and CEO of The Virgin Islands Daily News, which is independently owned.

Jane Eisner, former editorial page editor and columnist at The Philadelphia Inquirer.

Aaron Epstein, retired national correspondent for Knight Ridder Newspapers, and former Washington correspondent and City Hall bureau chief for The Philadelphia Inquirer.

Gary Farrugia, Editor & Publisher, The Day of New London, CT. Formerly Vice President of New Business Development for Philadelphia Newspapers and an 18-year Knight Ridder employee.

Jeanne Findlater, retired Action Line researcher. Detroit Free Press; Associate Editor/writer, Detroit Magazine/Detroit Free Press; retired VP and General Manager, WXYZ-TV—ABC/Detroit; currently president, Peripatetic Publishers, Inc., Naples, Florida.

Mary Jane Fine, former Philadelphia Inquirer reporter (11 years), now features editor of the Herald News in North Jersey.

Robert Finn, Reporter, Akron Beacon Journal 1959-1964; Music Critic, Cleveland Plain Dealer 1964-1992, and four time winner of the ASCAP-Deems Taylor award for newspaper writing about music.

Albert E. Fitzpatrick, Retired Assistant Vice President for Minority Affairs of Knight Ridder and former Executive Editor of the Akron Beacon Journal.

Gene Foreman, retired editor at The Philadelphia Inquirer and currently a professor of journalism.

Bert Fox, illustrations editor at National Geographic magazine, former photographer and editor at The Philadelphia Inquirer.

Gilbert Gaul, former reporter at The Philadelphia Inquirer and recipient of two Pulitzer Prizes.

Peter Gavrilovich, Nation/World Editor, Detroit Free Press.

Bob Giles, former Executive Editor of the Akron Beacon Journal.

Michael A. Graham, former reporter for the Detroit Free Press.

Joe Grimm, recruiting and development editor, Detroit Free Press.

Edwin O. Guthman, senior lecturer in journalism, University of Southern California, former Editor of The Philadelphia Inquirer and recipient of a Pulitzer Prize.

Glenn Guzzo, former Editor of The Denver Post and a Knight Ridder editor for 18 years.

Gary Haynes, former assistant managing editor, The Philadelphia Inquirer and former National Photo Editor at The New York Times.

Carol Horner, Director, Knight Center for Specialized Journalism, and former reporter, The Philadelphia Inquirer, 1979-94

Bob Ingle, former executive editor of the San Jose Mercury News; former Knight Ridder vice president/new media; former president, Knight Ridder Ventures.

Paul Jess, retired professor of journalism at the University of Kansas and former employee of The Philadelphia Inquirer.

Marvin Katz, former reporter at the Akron Beacon Journal (1960-67).

George Kennedy, Miami Herald 1967-74, now Professor of Journalism, University of Missouri.

Maxwell King, former Editor of The Philadelphia Inquirer and current president of The Heinz Endowments.

Ann Kolson, former Philadelphia Inquirer and current New York Times editor.

Thomas Kunkel, Dean, Philip Merrill College of Journalism at the University of Maryland ,and former Executive Editor, Columbus Ledger-Enquirer.

David Lawrence Jr., Retired publisher of the Miami Herald, now president of The Early Childhood Initiative Foundation.

Jan Leach, former editor of the Akron Beacon Journal; current Professional in Residence, Kent State University School of Journalism and Mass Communication.

Michelle LeComte, former enterprise and features editor for the Akron Beacon Journal.

Simon K.C. Li, formerly an editor at The Philadelphia Inquirer, now assistant managing editor of the Los Angeles Times.

Steve Lopez, columnist for the Los Angeles Times.

Pam Luecke, Reynolds Professor of Business Journalism, Washington and Lee University, former Editor and Senior Vice President, Lexington Herald-Leader.

Janet Mandelstam, former Associate Managing Editor of The Philadelphia Inquirer.

C.S. Manegold, James M. Cox, Jr. Professor of Journalism, Emory University and visiting professor, NYU; former reporter for The New York Times, The Philadelphia Inquirer and Newsweek Magazine. Part of the New York Times team awarded a Pulitzer Prize for coverage of the 1993 bombing of the World Trade Center.

Bill Marimow, reporter and editor at The Philadelphia Inquirer (1972-1993) and Knight-Ridder stockholder and recipient of two Pulitzer Prizes.

Jim McCartney, Knight-Ridder Washington correspondent and columnist, retired.

Molly Sinclair McCartney, Miami Herald reporter 1969-79, Washington Post reporter, 1979-1993.

Patricia McLaughlin, former style columnist for The Philadelphia Inquirer's discontinued Sunday Magazine, writes RealStyle, a weekly column from Universal Press Syndicate.

David A. Meeker, adjunct professor of journalism at Kent State School of Journalism and Mass Communication, former reporter at the Akron Beacon Journal and the St. Louis Post-Dispatch, recipient of the John S. Knight Award for Community Service from the Buckeye Chapter of the Society of Professional Journalists.

Philip Meyer, former Knight Ridder director of news and circulation research, current Knight Chair in Journalism, University of North Carolina at Chapel Hill, and author of "The Vanishing Newspaper."

Rohn Miller, former Senior Vice President, Product & Technology, of Knight Ridder Digital, now Vice President – Interactive, Periscope.

Dave Milne, retired Assistant Managing Editor, The Philadelphia Inquirer.

Fen Montaigne, freelance journalist and former reporter at The Philadelphia Inquirer.

Paul Moore, Public Editor of the Baltimore Sun and a former Assistant Managing Editor of The Philadelphia Inquirer.

Arlene Morgan, former Assistant Managing Editor of The Philadelphia Inquirer and now Associate Dean of the Columbia University Graduate School of Journalism.

Norman Morrison, formerly Vice President/Technology, Knight-Ridder Newspapers, and Executive Vice President, Viewtron, KRN subsidiary.

James M. Naughton, retired editor at The Philadelphia Inquirer and
retired president of The Poynter Institute for Media Studies.

Don Oberdorfer, former Charlotte Observer reporter and Washington correspondent (1955-61) and national correspondent in the Knight Newspapers Washington bureau (1965-68), later a Washington Post correspondent (1968-93) and now Journalist-in-Residence at Johns Hopkins University's Nitze School of Advanced International Studies.

Larry C. Price, former Philadelphia Inquirer director of photography and recipient of two Pulitzer Prizes.

Jan Pudlow, former reporter, features writer and associate editor of The Tallahassee Democrat, now senior editor of The Florida Bar News.

Matt Purdy, investigations editor at The New York Times and former reporter at The Philadelphia Inquirer.

Bill Reader, former opinion page editor of the Centre Daily Times in State College and now a journalism professor in the E.W. Scripps School of Journalism at Ohio University.

Brian Richardson, Head, Department of Journalism and Mass Communications, Washington and Lee University, and former reporter and editor at the Tallahassee Democrat, Miami Herald and The Philadelphia Inquirer.

Gene Roberts, retired executive editor of The Philadelphia Inquirer and retired managing editor of The New York Times, now professor of journalism at the University of Maryland.

Doug Robinson, retired editor at The Philadelphia Inquirer.

John Russial, Associate Professor, University of Oregon School of Journalism and Communication, and former Sunday copy chief of The Philadelphia Inquirer.

Suzanne Sataline, former Philadelphia Inquirer reporter, now reporting for the Wall Street Journal.

Charlie Savage, former Miami Herald reporter 1999-2003, currently Washington correspondent for the Boston Globe.

Phil Sears, Tallahassee Democrat photojournalist for 21 years, and KRI stockholder.

Stephen Seplow, former news editor of Knight Ridder's Washington Bureau and former metropolitan editor of the The Philadelphia Inquirer.

Neal Shine, retired copy boy, reporter, Managing Editor, columnist and Publisher, Detroit Free Press.

Jane Shoemaker, former managing editor of the Charlotte Observer, former reporter and editor at The Philadelphia Inquirer.

Joel Shurkin, former science writer for The Philadelphia Inquirer.

Timothy D. Smith, former Managing Editor of the Akron Beacon Journal, now Professor, School of Journalism and Mass Communication, Kent State University

Phil Trounstine, Director of the Survey and Policy Research Institute at San Jose State University, former Communications director for Gov. Gray Davis of California, former Political Editor of the San Jose Mercury News.

William Vance, Knight Ridder Washington Bureau, retired.

Debbie Van Tassel, KRI shareholder and Assistant Managing Editor/Administration, The Plain Dealer.

Lois Sutherland Wark, Knight Ridder stockholder and retired editor at the Detroit Free Press and The Philadelphia Inquirer.

Thomas E. Wark, retired journalist.

Gene Weingarten, humor columnist for The Washington Post and a former reporter for the Detroit Free Press and editor of the Miami Herald's Tropic magazine.

Pete Weitzel, former Managing Editor, Miami Herald, and now Coordinator, Coalition of Journalists for Open Government.

Mike Wendland, technology columnist for the Detroit Free Press and Internet correspondent for NBC-TV Newschannel affiliates.

Ray White, public information director of Heifer International and a former assistant news editor at The Philadelphia Inquirer.

Abe Zaidan, retired senior editor of the Akron Beacon Journal.

David Zucchino, correspondent, the Los Angeles Times and former foreign correspondent of The Philadelphia Inquirer and recipient of a Pulitzer Prize.

Monday, November 21, 2005


In the Eye of a Blinq

Dan Rubin, who writes a blog called Blinq at The Philadelphia Inquirer, saluted his departing colleagues and mentioned the KR Alumni effort:

It was part funeral, part seance. Ghosts roamed the floor - former colleagues Gene Foreman, Butch Ward, Clark DeLeon, Lil Swanson - all looking surprisingly vibrant. A goodbye song, to the tune of "We didn't start the fire," mentioned four friends who had died on the job. And then there was the letter.

Scores of old co-workers - many of them justly famous - circulated a statement this week that gathered their voices in protest. They want to nominate a slate of Knight Ridder directors that would fight for the right values next year as the company faces a move by institutional shareholders to force a sale or greater profitability. There were many in the newsroom encouraged by their former colleagues' solidarity.

Apparently they hadn't read the reply from the corporate spokesman, Polk Laffoon IV. "Well-intentioned gesture by good and honorable people," he said. Meaning, nice try.

Saturday, November 19, 2005


Knight Ridder alumni jump in

In the Akron Beacon Journal, John S. Knight's first newspaper, Doug Oplinger reports that six former senior editors of the Beacon Journal signed the alumni statement.

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