SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report: August 1, 2000
GANNETT CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6961 16-0442930
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
1100 Wilson Boulevard, Arlington, Virginia 22234
(Address of principal executive offices)(Zip Code)
(703) 284-6000
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Gannett previously reported in its Form 8-K dated July 3, 2000 that
it had entered into an agreement and plan of merger (the "Merger Agreement")
to acquire Central Newspapers, Inc. ("Central"). Pursuant to the
Merger Agreement, on July 3, 2000 Pacific and Southern Indiana Corp., a
subsidiary of Gannett, commenced a cash tender offer to purchase any and all
outstanding Class A Common Stock and Class B Common Stock of Central Newspapers
for $64.00 per share and $6.40 per share, respectively. The tender offer
expired at 12:00 midnight, New York City time on Monday, July 31, 2000.
A total of 32,090,131 shares of Class A Stock, representing approximately 98.1%
of the outstanding Class A Stock of Central, and a total of 55,284,735 shares
of Class B Stock, representing approximately 99.9% of the outstanding Class B
Stock of Central, were purchased in accordance with the terms of the offer.
Terms of the tender offer were disclosed in the Schedule TO filed by
Gannett with the Securities and Exchange Commission on July 3, 2000, as
amended. The recommendation of the Board of Directors of Central Newspapers
with respect to the offer was set forth in the Schedule 14D-9, filed with the
SEC on July 3, 2000, as amended.
Pursuant to the terms of and subject to the conditions contained in the
Merger Agreement and in accordance with the Indiana Business Corporation Law
(the "IBCL"), on August 4, 2000, Pacific and Southern Indiana Corp. merged with
and into Central (the "Merger"), and all issued and outstanding shares of
Class A Stock and Class B Stock not tendered in the tender offer (other than
shares held by Central, Gannett or any subsidiary of Gannett or Central), were
converted into the right to receive $64.00 per share and $6.40 per share,
respectively, in cash without interest thereon. Central Newspapers will
continue as the surviving corporation in the Merger as a wholly-owned
subsidiary of Gannett.
The aggregate cash purchase price paid or to be paid to shareholders of
Central Newspapers in the tender offer and the Merger was approximately
$2.6 billion. The funds for the acquisition of the shares in the tender offer
and the Merger were obtained from internally generated funds and the issuance
of commercial paper, bearing interest at a weighted average annual rate of 6.6%
and maturing in 1 to 85 days. The purchase price was determined through
negotiations between Gannett and Central Newspapers.
Central Newspapers owns The Arizona Republic, The Indianapolis Star and
three other dailies in Indiana and one daily in Louisiana. Central also owns
a direct marketing business; CNI Ventures, Central's internet and technology
investment management group; as well as other related media and information
businesses, including 23% of BrassRing, Inc.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Central Newspapers, Inc.
The financial statements required under this Item
are not included in this report and will be filed by
amendment not later than October 16, 2000.
(b) Pro Forma Financial Information
Unaudited Pro Forma Condensed Consolidated Financial
Information of Gannett relating to the Central acquisition
required under this Item is not included and will be filed
by amendment not later than October 16, 2000.
(c) Exhibits.
See Exhibit Index for list of exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
GANNETT CO., INC.
Dated: August 14, 2000 By: /s/ George R. Gavagan
-----------------------
George R. Gavagan
Vice President and Controller
EXHIBIT INDEX
Exhibit
Number Title or Description Location
2.1 Agreement and Plan of Merger, dated Attached
as of June 28, 2000, among Central
Newspapers, Inc., Gannett Co., Inc.
and Pacific and Southern Indiana Corp.
99-1 Gannett's News Release dated Attached
August 1, 2000, announcing completion
of cash tender offer for Central
Newspapers, Inc.