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Originally published Friday, November 4, 2005 at 12:00 AM

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Big investors put more pressure on Knight Ridder to sell company

Knight Ridder, the nation's second-largest newspaper publisher, came under renewed pressure from investors Thursday as its third-largest...

The Associated Press

NEW YORK — Knight Ridder, the nation's second-largest newspaper publisher, came under renewed pressure from investors Thursday as its third-largest shareholder joined a call to put the company up for sale and its second-largest investor said it would take an active role in discussing the company's future.

Harris Associates, a money-management firm, wrote to Knight Ridder's board urging the company to consider offers "immediately," given the wide gap between the company's current share price and its intrinsic value. Harris has an 8.2 percent stake in Knight Ridder.

The call came two days after Knight Ridder's largest shareholder, the investment firm Private Capital Management (PCM), demanded the company put itself up for sale or face a potential shareholder revolt that could lead to a shake-up of the management and board.

PCM owns 19 percent of the San Jose, Calif.-based publisher, whose newspapers include The Miami Herald, the San Jose Mercury News and The Philadelphia Inquirer. PCM also is the largest outside shareholder for Belo, The New York Times Co. and McClatchy, Deutsche Bank analyst Paul Ginnochio said Wednesday in a research report.

Knight Ridder owns a 49.5 percent stake in The Seattle Times Co.

Newspaper stocks have fallen out of favor this year because of concerns about waning advertising and circulation as more people go online for news. Knight Ridder's stock in particular has failed to benefit from several recent attempts to shore it up, including raising the dividend and buying back millions of shares in the open market.

Knight Ridder's shares, already up more than 10 percent since PCM's broadside Tuesday, rose another $2.47 to $61.55 in heavy trading Thursday.

Harris disclosed the letter to Knight Ridder's board in a regulatory filing Thursday. Harris is a major investment firm with about $60 billion under management, most of which is in the Oakmark family of mutual funds.

Knight Ridder's second-largest shareholder, Southeastern Asset Management, also disclosed in a regulatory filing Thursday that it would seek a more active role in making recommendations to the company about its strategy. Southeastern holds 8.9 percent of Knight Ridder.

Pressure from the three investors, which together own more than 36 percent of Knight Ridder's shares, underscores stockholders' frustration with the stock price, which has declined 8 percent this year.

Sales at Knight Ridder have been little changed for three straight quarters as advertisers shift spending to Internet companies including Google.

"There's a lot of Knight Ridder stock that is behind this effort by the three principal shareholders to bring about a resolution of their wishes," said Ed Atorino, managing director at Benchmark, who said he doesn't own the stock.


"I'm sure there are other institutional shareholders who are less obvious but are standing right behind them," he said.

In his letter to Knight Ridder's board, Henry Berghoef, Harris Associates' director of research, was critical of the publisher's management, saying it had "failed to achieve results consistent with the leaders in the newspaper industry."

He also said the company's shareholders, and not a management with "minimal ownership" in the company, should have the chance to evaluate offers for Knight Ridder.

Berghoef told the directors it appeared unlikely Knight Ridder would be able to achieve the best possible stock price as an independent public company.

In an interview, Berghoef said his firm rarely takes activist stances on companies it has stakes in.

It's uncertain whether many bidders would emerge for Knight Ridder, given the dismal valuations of newspaper companies.

Knight Ridder may sell for as much as $80 a share, Atorino said. Potential buyers include Gannett, the largest U.S. newspaper publisher with 101 papers, and closely held Hearst Corp. and MediaNews Group, Credit Suisse First Boston analyst William Drewry said in a report Wednesday.

Knight Ridder spokeswoman Lee Ann Schlatter released a brief statement saying: "The Knight Ridder board of directors is always interested in the views of its stockholders. The board takes its fiduciary duties seriously and will respond in due course."

While the entire newspaper industry has declined this year on concerns including the consolidation of big print advertisers like department stores and higher newsprint costs, some of Knight Ridder's problems are unique.

Its 32 newspapers tend to operate in larger markets, which have fared worse than smaller-market newspapers recently.

In September, Knight Ridder warned that its third-quarter earnings would slump 20 percent due to largely to weak advertising in three of its largest markets: Philadelphia, Fort Worth, Texas, and Kansas City, Mo. A week later, Knight Ridder said it would slash 100 jobs at The Philadelphia Inquirer and the Philadelphia Daily News.

Tony Ridder, Knight Ridder's 65-year-old chief executive, is the great-grandson of Herman Ridder, who started up in 1892 with a German-language publication in New York. That company merged with Knight Newspapers in 1974 to form Knight Ridder.

Tony Ridder holds 1.9 percent of the company, The Wall Street Journal reported Thursday.

Knight Ridder is one of only a few large newspaper companies — along with Gannett and Tribune Co. — without a two-tier stock structure allowing insider shareholders to exercise voting control.

The New York Times, The Washington Post and Dow Jones, publisher of The Wall Street Journal, have separate classes of stock held by members of the founding families.

Information on PCM's largest stakes provided by the St. Louis Post Dispatch. Information about the investors' combined stake, the possible sales price and the Ridder background provided by Bloomberg News.

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