By: Mark Fitzgerald In a document filed with the U.S. Securities and Exchange Commission after markets closed Friday, Knight Ridder indicates that its acquisition by The McClatchy Co. will close June 27.
The filing discloses a Friday memo from Knight Ridder Chief Legal Officer Karen Stevenson to all company directors and executive officer informing them of the upcoming blackout period in which Knight Ridder stock transactions under its 401(k) plan will be restricted by securities law.
"The blackout period for the 401(k) plan is expected to begin at 4 p.m. Eastern Standard Time on June 22, 2006 and end on the date that the merger closes, which is expected to be on or about June 27, 2006," the memo states.
The blackout period is need for 401 (k) trustee to process the exchange of company shares for McClatchy shares and cash as detailed in the $6.5 million acquisition agreement reached last March 12.
Under the Sarbanes-Oxley law, company directors and executive officers are generally prohibited from engaging in transactions involving company equity securities during the blackout period, the memo explains.
Among the prohibited transactions, the memo warns directors and executives, is exercising stock options, selling company stock acquired by exercising options, and selling stock originally received as a restricted stock grant.
In an all-cap conclusion to the memo, Stevenson adds: "PLEASE ALSO BEAR IN MIND THAT UNDER OUR INSIDER TRADING POLICY, THE TRADING WINDOW IS LIKELY TO REMAIN CLOSED BETWEEN NOW AND THE CLOSING OF THE MERGER."
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