Exhibit Index begins
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 10-K
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(Mark One)
x Annual report pursuant to Section 13 or 15(d) of the
--- Securities Exchange Act of 1934 [Fee Required]
for the fiscal year ended December 26, 1993 or
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Transition report pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 [No Fee Required]
for the transition period from ______________ to
_____________.
Commission file number 1-6961
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GANNETT CO., INC.
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(Exact name of registrant as specified in its charter)
Delaware 16-0442930
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(State or other jurisdiction of (I.R.S. Employer Iden-
incorporation or organization) tification No.)
1100 Wilson Boulevard, Arlington, Virginia 22234
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(Address of principal executive (Zip Code)
offices)
(Registrant's telephone number, including area code) (703) 284-6000
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Securities registered pursuant to
Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, Par Value $1.00 New York Stock Exchange
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Securities registered pursuant
to Section 12(g) of the Act:
None
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of March 4, 1994 was in excess of $7,925,792,318.
The number of shares outstanding of the registrant's Common Stock,
Par Value $1.00, as of March 4, 1994 was 147,163,142.
Documents incorporated by reference.
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(1) Portions of the registrant's Annual Report to Shareholders
for fiscal year ended December 26, 1993 in Parts I, II and III.
(2) Portions of the registrant's Proxy Statement issued in connection
with its Annual Meeting of Shareholders to be held on May 3, 1994.
CROSS REFERENCE SHEET
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The information required in Parts I, II and III of the Form 10-K is
incorporated by reference to sections of the Company's 1993 Annual Report
to Shareholders ("Annual Report") and its definitive Proxy Statement
for the Annual Meeting of Shareholders to be held May 3, 1994
("Proxy Statement") as described below:
Part I
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Item 1. Business. Business of the Company (Annual
Report pp. 51-58).
Item 2. Properties. Properties (Annual Report pp. 39,
54, 55, 57, 62 and 63);
Corporate Facilities (Annual
Report p. 57); Gannett Properties
(Annual Report pp. 64-68).
Item 3. Legal Proceedings. Note 9 - Commitments and Contingent
Liabilities - Litigation (Annual
Report p. 46). Regulation
(Annual Report pp. 54-55).
Item 4. Submission of Matters Not Applicable.
to a Vote of Security
Holders.
Part II
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Item 5. Market for Registrant's Market for the Company's
Common Equity and Common Stock (Inside back
Related Stockholder cover); Approximate Number of
Matters. Common Stockholders (Annual Report
p. 1); Common Stock Prices
(Annual Report p. 25);
Dividends (Annual Report p. 33).
Item 6. Selected Financial Eleven-Year Summary and Notes
Data. to Eleven-Year Summary (Annual
Report pp. 48-50).
Item 7. Management's Discussion Management's Discussion and
and Analysis of Analysis of Results of
Financial Condition and Operations and Financial
Results of Operations. Position (Annual Report
pp. 26-33).
Item 8. Financial Statements Consolidated Financial State-
and Supplementary Data. ments and Notes to Consoli-
dated Financial Statements
(Annual Report pp. 34-46).
Effects of inflation and chang-
ing prices (Annual Report p. 33).
Quarterly Statements of Income
(Annual Report pp. 60-61).
Item 9. Changes in and Disagreements None.
with Accountants on Account-
ing and Financial Disclosure.
Part III
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Item 10. Directors and Executive Executive Officers of the
Officers of the Registrant. Company are listed below:
Thomas L. Chapple - General Counsel, Vice President, and Secretary.
Susan Clark-Jackson - President, Gannett West Newspaper Group, and
President and Publisher, Reno (Nev.) Gazette-Journal.
Michael J. Coleman - President, Gannett South Newspaper Group, and
President and Publisher, FLORIDA TODAY at Brevard County.
John J. Curley - Chairman, President, and Chief Executive Officer.
Thomas Curley - President and Publisher, USA TODAY.
Philip R. Currie - Vice President, News, Newspaper Division.
Donald W. Davidson - President, Gannett Outdoor Group.
Gerard R. DeFrancesco - President, Gannett Radio.
Thomas J. Farrell - President, Gannett New Media Group.
Millicent A. Feller - Senior Vice President, Public Affairs
and Government Relations.
Lawrence P. Gasho - Vice President, Financial Analysis.
George R. Gavagan, Vice President, Corporate Accounting Services
Madelyn P. Jennings - Senior Vice President, Personnel.
Douglas H. McCorkindale - Vice Chairman, and Chief Financial
and Administrative Officer.
Larry F. Miller - Senior Vice President, Financial Planning,
and Controller.
Peter S. Prichard - Senior Vice President, News/Chief News
Executive, Gannett, and Editor, USA TODAY.
W. Curtis Riddle - President, Gannett East Newspaper Group, and
President and Publisher, Lansing (Mich.) State Journal.
Carleton F. Rosenburgh - Senior Vice President, Gannett
Newspaper Division.
Gary F. Sherlock - Vice President, Gannett Metro Newspaper
Group, and President and Publisher, Gannett Suburban Newspapers.
Mary P. Stier - President, Gannett Central Newspaper Group, and
President and Publisher, Rockford Register Star
Jimmy L. Thomas - Senior Vice President, Financial Services
and Treasurer.
Ronald Townsend - President, Gannett Television.
Frank J. Vega - President and Chief Executive Officer, Detroit
Newspaper Agency.
Cecil L. Walker - President, Gannett Broadcasting.
Gary L. Watson - President, Gannett Newspaper Division.
Susan V. Watson - Vice President, Investor Relations.
Information concerning the Executive Officers of the Company is
included in the Annual Report on pages 22 through 23.
Information concerning the Board of Directors of the Company is
incorporated by reference to the Company's definitive Proxy
Statement pursuant to General Instruction G(3) to Form 10-K.
Item 11. Executive Compensation. Incorporated by reference to the
Company's definitive Proxy Statement
pursuant to General Instruction G(3)
to Form 10-K.
Item 12. Security Ownership of Certain Incorporated by reference to the
Beneficial Owners and Company's definitive Proxy Statement
Management. pursuant to General Instruction G(3)
to Form 10-K.
Item 13. Certain Relationships and Incorporated by reference to the
Related Transactions. Company's definitive Proxy Statement
pursuant to General Instruction G(3)
to Form 10-K.
Part IV
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
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(a) Financial Statements, Financial Statement Schedules
and Exhibits.
(1) Financial Statements.
The following financial statements of the Company and
the accountants' report thereon are included on pages 34
through 47 of the Company's 1993 Annual Report to
Shareholders and are incorporated herein by reference:
Consolidated Balance Sheets as of December 26, 1993
and December 27, 1992.
Consolidated Statements of Income - Fiscal Years Ended
December 26, 1993, December 27, 1992, and
December 29, 1991.
Consolidated Statements of Cash Flows - Fiscal Years
Ended December 26, 1993, December 27, 1992, and
December 29, 1991.
Consolidated Statements of Changes in Shareholders'
Equity - Fiscal Years Ended December 26, 1993,
December 27, 1992, and December 29, 1991.
Notes to Consolidated Financial Statements.
Report of Independent Accountants.
(2) Financial Statement Schedules.
The following financial statement schedules are
incorporated by reference to "Schedules to Form 10-K
Information - December 26, 1993, December 27, 1992,
and December 29, 1991" appearing on pages 62
through 63 of the Company's 1993 Annual Report
to Shareholders:
Schedule V - Property, Plant and Equipment.
Schedule VI - Accumulated Depreciation and
Amortization of Property, Plant and Equipment.
Schedule VIII - Valuation and Qualifying Accounts.
Schedule X - Supplementary Income Statement
Information.
The Report of Independent Accountants on Financial
Statement Schedules appears on page 8 of this
Annual Report on Form 10-K.
Note: Financial statements of the registrant are omitted
as the registrant is primarily an operating
company and the aggregate of the minority
interest in and the debt of consolidated
subsidiaries is not material in relation to total
consolidated assets. All other schedules are
omitted as the required information is not
applicable or the information is presented
in the consolidated financial statements or
related notes.
(3) Pro Forma Financial Information.
Not Applicable.
(4) Exhibits.
See Exhibit Index for list of exhibits filed with this
Annual Report on Form 10-K. Management contracts and
compensatory plans or arrangements are identified with
asterisks on the Exhibit Index.
(b) Reports on Form 8-K.
None.
UNDERTAKING (included for purposes of incorporation by reference in the
Company's Registration Statements on Form S-8)
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
controlling persons of the Company pursuant to the foregoing provisions,
or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
REPORT OF INDEPENDENT ACCOUNTANTS ON
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FINANCIAL STATEMENT SCHEDULES
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To the Board of Directors and Shareholders
of Gannett Co., Inc.
Our audits of the consolidated financial statements referred to in our
report dated January 27, 1994 appearing on page 47 of the 1993 Annual
Report to Shareholders of Gannett Co., Inc. (which report and
consolidated financial statements are incorporated by reference in this
Annual Report on Form 10-K) also included an audit of the Financial
Statement Schedules listed in Item 14(a) of this Form 10-K. In our
opinion, these Financial Statement Schedules present fairly, in all
material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
s/ PRICE WATERHOUSE
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PRICE WATERHOUSE
Washington, D.C.
January 27, 1994
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: February 22, 1994 GANNETT CO., INC.
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(Registrant)
By s/ Douglas H. McCorkindale
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Douglas H. McCorkindale,
Vice Chairman, and Chief Financial
and Administrative Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities and on the dates indicated.
Dated: February 22, 1994 By s/ John J. Curley
---------------------------------
John J. Curley,
Director, and Chairman, President
and Chief Executive Officer
Dated: February 22, 1994 By s/ Douglas H. McCorkindale
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Douglas H. McCorkindale,
Director, and Vice Chairman, and
Chief Financial and
Administrative Officer
Dated: February 22, 1994 By s/ Larry F. Miller
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Larry F. Miller,
Senior Vice President, Financial
Planning and Controller
Dated: February 22, 1994 By s/ Andrew F. Brimmer
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Andrew F. Brimmer, Director
Dated: February 22, 1994 By s/ Meredith A. Brokaw
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Meredith A. Brokaw, Director
Dated: February 22, 1994 By s/ Rosalynn Carter
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Rosalynn Carter, Director
Dated: February 22, 1994 By s/ Peter B. Clark
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Peter B. Clark, Director
Dated: February 22, 1994 By s/ Stuart T. K. Ho
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Stuart T.K. Ho, Director
Dated: February 22, 1994 By s/
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John J. Louis, Jr., Director
Dated: February 22, 1994 By s/ Rollan D. Melton
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Rollan D. Melton, Director
Dated: February 22, 1994 By s/ Thomas A. Reynolds
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Thomas A. Reynolds, Jr., Director
Dated: February 22, 1994 By s/ Carl T. Rowan
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Carl T. Rowan, Director
Dated: February 22, 1994 By s/ Dolores D. Wharton
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Dolores D. Wharton, Director
EXHIBIT INDEX
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Exhibit
Number Exhibit Location
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3-1 Second Restated Certificate Attached.
of Incorporation of Gannett Co.,
Inc.
Amendment to Restated Attached.
Certificate of Incorporation.
3-2 By-laws of Gannett Co., Inc. Attached.
4-1 $1,000,000,000 Revolving Attached.
Credit Agreement among
Gannett Co., Inc. and the
Banks named in the Agreement.
4-2 $500,000,000 Revolving Attached.
Credit Agreement among
Gannett Co., Inc. and the
Banks named in the Agreement.
4-3 Indenture dated as of March 1, Incorporated by reference to Exhibit 4-2 of
1983 with Citibank, N.A. as Gannett Co., Inc.'s Form 10-K for fiscal
trustee. year ended December 29, 1985.
4-4 First Supplemental Indenture Incorporated by reference to Exhibit 4 of
dated as of November 5, 1986 Gannett Co., Inc.'s Form 8-K dated
among Gannett Co., Inc., November 6, 1986.
Citibank, N.A., Trustee and
Sovran Bank, N.A., Successor
Trustee.
4-5 Rights Plan. Incorporated by reference to Exhibit 1 of
Gannett Co., Inc.'s Form 8-K filed May 23,
1990.
10-1 Employment Agreement dated Incorporated by reference to Gannett Co.,
December 7, 1992 between Inc.'s Form 10-K for fiscal year ended
Gannett Co., Inc. and John J. December 27, 1992.
Curley. (*)
10-2 Employment Agreement dated Incorporated by reference to Gannett Co.,
December 7, 1992 between Inc.'s Form 10-K for fiscal year ended
Gannett Co., Inc. and Douglas H. December 27, 1992.
McCorkindale. (*)
10-3 Gannett Co., Inc. 1978 Executive Incorporated by reference to Exhibit 10-3 of
Long-Term Incentive Plan. (*) Gannett Co., Inc.'s Form 10-K for fiscal year
ended December 28, 1980, SEC file No.
1-6961. Amendment No. 1 incorporated by
reference to Exhibit 20-1 of Gannett Co.,
Inc.'s Form 10-K for fiscal year ended
December 27, 1981, SEC file No. 1-6961.
Amendment No. 2 incorporated by reference
to Exhibit 10-2 of Gannett Co., Inc.'s Form
10-K for the fiscal year ended December 25,
1983. Amendments Nos. 3 and 4
incorporated by reference to Exhibit 4-6 of
Gannett Co., Inc.'s Form S-8 Registration
Statement No. 33-28413 filed May 1, 1989.
Amendments Nos. 5 and 6 incorporated by
reference to Exhibit 10-8 of Gannett Co.,
Inc.'s Form 10-K for the fiscal year ended
December 31, 1989.
10-4 Description of supplemental Attached.
insurance benefits. (*)
10-5 Gannett Co., Inc. Supplemental Incorporated by reference to Exhibit 10-8 of
Retirement Plan, as amended. (*) Gannett Co., Inc's Form 10-K for the fiscal
year ended December 27, 1986 ("1986
Form 10-K")
10-6 Plan for the Deferral of Directors Incorporated by reference to Exhibit 10-9 of
Fees, as amended. (*) the 1986 10-K. 1991 Amendment incorpo-
rated by reference to Exhibit 10-1 to Gannett
Co., Inc.'s Form 10-Q for the quarter ended
September 29, 1991.
10-7 Gannett Co., Inc. Retirement Incorporated by reference to Exhibit 10-10 of
Plan for Directors. (*) the 1986 10-K. 1991 Amendment incorpo-
rated by reference to Exhibit 10-2 to Gannett
Co., Inc.'s Form 10-Q for the quarter ended
September 29, 1991.
10-8 Gannett Co., Inc. 1987 Deferred Attached.
Compensation Plan, as restated.(*)
10-9 Gannett Co., Inc. Transitional Incorporated by reference to Exhibit 10-13 of
Compensation Plan. (*) Gannett Co., Inc.'s Form 10-K for the fiscal
year ended December 30, 1990.
11 Statement re computation of Attached.
earnings per share.
13 Portions of 1993 Annual Report Attached.
to Shareholders incorporated
by reference.
22 Subsidiaries of Gannett Co., Inc. Attached.
24 Consent of Independent Attached.
Accountants.
99 Descriptions of graphics presented in Attached.
the paper copy of Gannett Co., Inc.'s
Annual Report for the fiscal year
ended December 26, 1993.
(*) Asterisks identify management contracts, and compensatory plans or
arrangements.
The Company agrees to furnish to the Commission, upon request, a copy of
each agreement with respect to long-term debt not filed herewith in reliance
upon the exemption from filing applicable to any series of debt which does
not exceed 10% of the total consolidated assets of the Company.