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IlmgM-iMddeF will become ehc and joe mdder laFgesi aM-naewspaper fom The largest company engaged almost wholly in the business of publishing news¬ papers in the United States is being formed by the merger of Knight Newspa¬ pers Inc. and Ridder Publications Inc. Stockholder ratification of the plan is expected to be accomplished at meetings November 20 in New York and Miami. After final action November 29 at Rid¬ der offices in St. Paul, Knight-Ridder Newspapers Inc. will come into existence at the close of business November 30 with these salient statistics: • 35 daily newspapers in 25 cities from New York to California and Washington. • 23 Sunday newspapers. • Average weekday circulation of 3,- 834,116. o Average Sunday circulation of 4,- 193,348. • 8 non-daily newspapers. • 10 morning-evening-Sunday combina¬ tions. • Nationwide news and feature serv¬ ice. • National commodity news wire. ® Annual operating income in excess of $500 million. • Revenue from advertising and circu¬ lation of $488 million. o Annual advertising of 928 million lines. o 14,500 fulltime employes and 3,300 part time employes. • Buildings and equipment valued at $240 million. • Labor contracts with 55 unions. o Annual newsprint consumption of 680,000 tons. • Total assets of $468 million. • Total operating revenue of $506 mil¬ lion. ® Net income of $36 million. The merger plan, requiring a two-thirds vote of the outstanding shares of com¬ mon stock of the Knight and a simple ma¬ jority of Ridder shareholders, has been certified by the Internal Revenue Service as a tax-free reorganization. It will be executed in a series of steps, under the corporation laws of Delaware, that began recently with the creation of Knight Newspapers of Delaware Inc. with nom¬ inal assets and liabilities. Ridder has held a Delaware charter since 1942. Knight-Delaware will be merged into Ridder and an exchange of stock—10 shares of Ridder common for six shares of Knight common—will convert Ridder into a wholly-owned subsidiary of Knight. Newly formed Knight-Ridder will be an Ohio corporation with headquarters in the Miami Herald Building. A new Knight Series One Preference Stock will absorb Ridder preferred stock and will be convertible to Knight common at the rate of 6.4 shares of common for one share of the new preferred issue. There are about 4,800 owners of Knight common and 2,800 owners of Ridder com¬ mon. Preferred shares of both companies are closely held. Almost half of the 10 million shares of Knight common out- 12 standing are controlled by Knight officers and directors. Close to 50% of Ridder common also is controlled by management. Selling broadcast stations Under provisions of the consolidation pact, Knight and Ridder will sell off their / holdings in radio and television broad-., casting companies "on acceptable terms." Due to the present market conditions and other factors, the Federal Communica¬ tions Commission has given permission for the broadcast assets to be placed in voting trusts so the newspaper merger can go forward this year. What distinguishes Knight-Ridder from other large companies publishing newspa¬ pers is its commitment to that business alone. Others have diversified properties, including books and magazines, broad¬ casting, insurance, shipping, paper prod¬ ucts, lumber, etc. The claim to being No. 1 in circulation is based on the fact that the Knight-Rid¬ der figure will surpass the aggregate to¬ tal of the Tribune Company group that includes the New York News, with the country's largest circulation both week¬ days and Sunday. Recent calculations gave the Trib group 3,622,524 weekdays. On the basis of current available sta¬ tistics, the Trib's Sunday papers top the Knight-Ridder Sunday papers by about 200,000. Combining the Knight and the Ridder newspapers had its genesis in conversa¬ tions between two longtime personal and professional friends, Lee Hills and Ber¬ nard H. Ridder Jr. Beginning about five years ago they considered the advantages in group ownership and expansion. The success which Gannett and a few other newspaper companies had in offering stock to the public inspired Knight and Ridder managements to take the same route to raise capital for acquisition pro¬ grams. The merger now brings together two regional groups—Knight mainly in the East and South and Ridder mainly in the Midwest and West—into a truly national network. As described to shareholders the merits of the merger are: "a broader and more diversified income base, greater newspaper size, mix and geographical distribution, and a stronger balance sheet." Both Knight and Ridder "went public" in 1969 and their stock issues were well received on the market, both eventually being listed on the New York Stock Ex¬ change. During 1972, after the two com¬ panies had floated secondary issues, the price for Knight shares rose to almost $58 and the price for Ridder went as high as $34.50, with adjustment for splits. In re¬ cent trading Knight has been quoted at $20.50 and Ridder at $12.50. Goldman, Sachs & Co., which managed the underwriting for the Knight offerings, received approximately $580,000 in gross commissions (before expenses). For its assistance in negotiation of the Ridder merger the same firm received a fee of oppose merger plan Two members of the Ridder family have announced they will vote against the merger with Knight Newspapers Inc. when their company meets in New York on November 20. In a statement issued by Ridder Publi¬ cations on November 12, it was disclosed that Eric Ridder, publisher of the New York Journal of Commerce and Joseph B. Ridder, publisher of the San Jose (Calif.) Mercury-News, would vote against the merger. Confirmed by Ben Schneider, Bidder's financial vicepresident, the statement gave no reason why the two Bidders had made the decision. They own shares totaling 9.6 percent of the Ridder company. Only a simple majority is needed to approve the merger. $100,000. Goldman, Sachs has also shared in com¬ missions paid for the Ridder stock issues handled with Lehman Brothers, the total amount being about $130,000. The Lehman house is receiving a fee of $115,000 from Ridder for its work on the merger. Knight is continuing the banking invest¬ ment service of Goldman, Sachs & Co. and John L. Weinberg, a partner in the firm, remains on the board of directors of Knight-Ridder. He owns 2,000 shares of Knight common. New board of directors Ridder will have five members of the enlarged board of Knight-'Ridder. The 10 Knight members will be: Peyton Ander¬ son, retired publisher of the Macon news¬ papers; Alvah H. Chapman Jr., president; J. Montgomery Curtis, vicepresident/de¬ velopment; Byron B. Harless, vicepi'csi-dent/ personnel; Lee Hills, chairman; James L. Knight, chairman of the execu¬ tive committee; John S. Knight, editorial chairman; C. Blake McDowell, legal coun¬ sel ; E. J. Thomas, retired Goodyear Tire & Rubber Co. executive; and John L. Wein¬ berg, Goldman, Sachs partner. C. Landon Knight, president of the Portage Newspaper Supply Co., a subsid¬ iary, and Ben Maidenburg, publisher of the Akron Beacon Journal, leave the board. Directors from the Ridder group will be: Clark M. Clifford, Washington attorney; Bernard J. Ridder, chairman of the Ridder board; Bernard H. Ridder Jr., president; Walter T. Ridder, vicepresident/editor of the Washington News Bureau; and Ben V. Schneider Jr., financial vicepresident. Bernard Ridder Jr. and Schneider will replace Curtis and Harless on the execu¬ tive committee of Knight-Ridder. Direct remuneration of seven Knight directors receiving more than $40,000 a year ranged from $57,500 for Curtis to $165,000 for Hills in 1973. For nine on the Ridder board the remuneration scale in 1973 varied from $71,570 for Robert B. Ridder, director of broadcasting, to $124,- 075 for Bernard Ridder Jr., president. The principal owners of Knight's com¬ mon stock are the brothers, John S. and (Continued on next page) EDITOR & PUBLISHER for November 16, 1974
Object Description
Title | Ridder Publications, and/or Northwest Publications, etc. (JSK_BE2_F42) |
Creator | John S. Knight |
Date Notes | 1974 |
Description | Material regarding the Knight-Ridder merger |
Link to Finding Aid Repository | http://ead.ohiolink.edu/xtf-ead/view?docId=ead/OhAkUAS0008.xml;query=;brand=default |
Subject Terms | Knight, John Shively, 1894-1981 |
Type | Text |
Digital Publisher | University of Akron. Archival Services |
Date Digitized | 2015-06 |
Copyright Statement | This image is protected by copyright law of the United States (Title 17, United States Code). Copyright to this image lies with The University of Akron which makes it available for personal use for private study, scholarship, or research. Any other use of this image including publications, exhibitions, or productions is prohibited without written permission of The University of Akron Archival Services. Please contact Archival Services at archives@uakron.edu for more information. |
Source Collection | John S. Knight Papers |
Identifier | JSK_BE2_F42.pdf |
Medium | Document |
Format-Extent | 16 pages |
Collection Category |
Communications Individual/Families |
UA College | University Libraries |
UA Department | Archival Services |
Website | http://www.uakron.edu/libraries/archives/ |
Contact Information | Telephone: 330-972-7670; Fax: 330-972-6170; E-mail:archives@uakron.edu |
Description
Title | JSK_BE2_F42 2 |
Type | Text |
Source Collection | John S. Knight Papers |
Medium | Document |
Collection Category |
Communications Individual/Families |
UA College | University Libraries |
UA Department | Archival Services |
Website | http://www.uakron.edu/libraries/archives/ |
Contact Information | Telephone: 330-972-7670; Fax: 330-972-6170; E-mail:archives@uakron.edu |
transcript | IlmgM-iMddeF will become ehc and joe mdder laFgesi aM-naewspaper fom The largest company engaged almost wholly in the business of publishing news¬ papers in the United States is being formed by the merger of Knight Newspa¬ pers Inc. and Ridder Publications Inc. Stockholder ratification of the plan is expected to be accomplished at meetings November 20 in New York and Miami. After final action November 29 at Rid¬ der offices in St. Paul, Knight-Ridder Newspapers Inc. will come into existence at the close of business November 30 with these salient statistics: • 35 daily newspapers in 25 cities from New York to California and Washington. • 23 Sunday newspapers. • Average weekday circulation of 3,- 834,116. o Average Sunday circulation of 4,- 193,348. • 8 non-daily newspapers. • 10 morning-evening-Sunday combina¬ tions. • Nationwide news and feature serv¬ ice. • National commodity news wire. ® Annual operating income in excess of $500 million. • Revenue from advertising and circu¬ lation of $488 million. o Annual advertising of 928 million lines. o 14,500 fulltime employes and 3,300 part time employes. • Buildings and equipment valued at $240 million. • Labor contracts with 55 unions. o Annual newsprint consumption of 680,000 tons. • Total assets of $468 million. • Total operating revenue of $506 mil¬ lion. ® Net income of $36 million. The merger plan, requiring a two-thirds vote of the outstanding shares of com¬ mon stock of the Knight and a simple ma¬ jority of Ridder shareholders, has been certified by the Internal Revenue Service as a tax-free reorganization. It will be executed in a series of steps, under the corporation laws of Delaware, that began recently with the creation of Knight Newspapers of Delaware Inc. with nom¬ inal assets and liabilities. Ridder has held a Delaware charter since 1942. Knight-Delaware will be merged into Ridder and an exchange of stock—10 shares of Ridder common for six shares of Knight common—will convert Ridder into a wholly-owned subsidiary of Knight. Newly formed Knight-Ridder will be an Ohio corporation with headquarters in the Miami Herald Building. A new Knight Series One Preference Stock will absorb Ridder preferred stock and will be convertible to Knight common at the rate of 6.4 shares of common for one share of the new preferred issue. There are about 4,800 owners of Knight common and 2,800 owners of Ridder com¬ mon. Preferred shares of both companies are closely held. Almost half of the 10 million shares of Knight common out- 12 standing are controlled by Knight officers and directors. Close to 50% of Ridder common also is controlled by management. Selling broadcast stations Under provisions of the consolidation pact, Knight and Ridder will sell off their / holdings in radio and television broad-., casting companies "on acceptable terms." Due to the present market conditions and other factors, the Federal Communica¬ tions Commission has given permission for the broadcast assets to be placed in voting trusts so the newspaper merger can go forward this year. What distinguishes Knight-Ridder from other large companies publishing newspa¬ pers is its commitment to that business alone. Others have diversified properties, including books and magazines, broad¬ casting, insurance, shipping, paper prod¬ ucts, lumber, etc. The claim to being No. 1 in circulation is based on the fact that the Knight-Rid¬ der figure will surpass the aggregate to¬ tal of the Tribune Company group that includes the New York News, with the country's largest circulation both week¬ days and Sunday. Recent calculations gave the Trib group 3,622,524 weekdays. On the basis of current available sta¬ tistics, the Trib's Sunday papers top the Knight-Ridder Sunday papers by about 200,000. Combining the Knight and the Ridder newspapers had its genesis in conversa¬ tions between two longtime personal and professional friends, Lee Hills and Ber¬ nard H. Ridder Jr. Beginning about five years ago they considered the advantages in group ownership and expansion. The success which Gannett and a few other newspaper companies had in offering stock to the public inspired Knight and Ridder managements to take the same route to raise capital for acquisition pro¬ grams. The merger now brings together two regional groups—Knight mainly in the East and South and Ridder mainly in the Midwest and West—into a truly national network. As described to shareholders the merits of the merger are: "a broader and more diversified income base, greater newspaper size, mix and geographical distribution, and a stronger balance sheet." Both Knight and Ridder "went public" in 1969 and their stock issues were well received on the market, both eventually being listed on the New York Stock Ex¬ change. During 1972, after the two com¬ panies had floated secondary issues, the price for Knight shares rose to almost $58 and the price for Ridder went as high as $34.50, with adjustment for splits. In re¬ cent trading Knight has been quoted at $20.50 and Ridder at $12.50. Goldman, Sachs & Co., which managed the underwriting for the Knight offerings, received approximately $580,000 in gross commissions (before expenses). For its assistance in negotiation of the Ridder merger the same firm received a fee of oppose merger plan Two members of the Ridder family have announced they will vote against the merger with Knight Newspapers Inc. when their company meets in New York on November 20. In a statement issued by Ridder Publi¬ cations on November 12, it was disclosed that Eric Ridder, publisher of the New York Journal of Commerce and Joseph B. Ridder, publisher of the San Jose (Calif.) Mercury-News, would vote against the merger. Confirmed by Ben Schneider, Bidder's financial vicepresident, the statement gave no reason why the two Bidders had made the decision. They own shares totaling 9.6 percent of the Ridder company. Only a simple majority is needed to approve the merger. $100,000. Goldman, Sachs has also shared in com¬ missions paid for the Ridder stock issues handled with Lehman Brothers, the total amount being about $130,000. The Lehman house is receiving a fee of $115,000 from Ridder for its work on the merger. Knight is continuing the banking invest¬ ment service of Goldman, Sachs & Co. and John L. Weinberg, a partner in the firm, remains on the board of directors of Knight-Ridder. He owns 2,000 shares of Knight common. New board of directors Ridder will have five members of the enlarged board of Knight-'Ridder. The 10 Knight members will be: Peyton Ander¬ son, retired publisher of the Macon news¬ papers; Alvah H. Chapman Jr., president; J. Montgomery Curtis, vicepresident/de¬ velopment; Byron B. Harless, vicepi'csi-dent/ personnel; Lee Hills, chairman; James L. Knight, chairman of the execu¬ tive committee; John S. Knight, editorial chairman; C. Blake McDowell, legal coun¬ sel ; E. J. Thomas, retired Goodyear Tire & Rubber Co. executive; and John L. Wein¬ berg, Goldman, Sachs partner. C. Landon Knight, president of the Portage Newspaper Supply Co., a subsid¬ iary, and Ben Maidenburg, publisher of the Akron Beacon Journal, leave the board. Directors from the Ridder group will be: Clark M. Clifford, Washington attorney; Bernard J. Ridder, chairman of the Ridder board; Bernard H. Ridder Jr., president; Walter T. Ridder, vicepresident/editor of the Washington News Bureau; and Ben V. Schneider Jr., financial vicepresident. Bernard Ridder Jr. and Schneider will replace Curtis and Harless on the execu¬ tive committee of Knight-Ridder. Direct remuneration of seven Knight directors receiving more than $40,000 a year ranged from $57,500 for Curtis to $165,000 for Hills in 1973. For nine on the Ridder board the remuneration scale in 1973 varied from $71,570 for Robert B. Ridder, director of broadcasting, to $124,- 075 for Bernard Ridder Jr., president. The principal owners of Knight's com¬ mon stock are the brothers, John S. and (Continued on next page) EDITOR & PUBLISHER for November 16, 1974 |