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: December 5, 1995
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)
Registrant's telephone number, including area code (703) 284-6000
ITEM 1. ACQUISITION OR DISPOSITION OF ASSETS
On December 4, 1995, Gannett Co., Inc. ("Gannett") completed the
acquisition of Multimedia, Inc., a South Carolina corporation, by means of a
merger of Gannett Multimedia Acquisition Subsidiary, a wholly owned subsidiary
of Gannett, with and into Multimedia, pursuant to the terms of the Agreement
and Plan of Merger dated as of July 24, 1995.
As a result of the merger, each share of outstanding common stock of
Multimedia has been converted into the right to receive $45.25 in cash, without
adjustment. On the Closing Date there were 38,734,078 shares of Multimedia
common stock outstanding for a total consideration for those shares of
$1,752,717,030. As a result of the merger, Gannett will assume approximately
$501,500,000 of long-term indebtedness of Multimedia of which approximately
$440,500,000 will be immediately prepaid. The purchase price and the debt
prepayment will be funded with available cash and the proceeds of the sale of
Gannett short term notes in the commercial paper market.
The principles followed in determining the amount of consideration to be paid
included management's determination of the fair market value of Multimedia
utilizing a projected net income analysis taking into account the economic
synergies arising from combining the business acquired with Gannett operations
and a projected cash flow analysis.
On December 4, 1995, Gannett issued a press release relating to the
consummation of the merger, a copy of which is attached as exhibit 1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
(1) Audited consolidated balance sheets of Multimedia, Inc. and subsidiaries
as of December 31, 1994 and 1993, and the related consolidated statements of
earnings, changes in stockholders' equity, and cash flows for each of the three
years ended December 31, 1994, 1993 and 1992 (incorporated by reference to
Gannett's 8-k dated October 23, 1995 and filed as an exhibit hereto).
(2) Unaudited consolidated balance sheet of Multimedia, Inc. And Subsidiaries
as of September 30, 1995; unaudited consolidated statements of earnings for the
three months and nine months ended September 30, 1995 and September 30, 1994,
and unaudited statements of cash flows for the nine months ended September 30,
1995 and September 30, 1994 (as filed with Multimedia's Quarterly Report on form
10Q for the quarterly period ended September 30, 1995 and filed as an exhibit
hereto.)
(b) The following pro forma combining financial statements of Gannett and its
pending acquisition are included in this report:
(1) Unaudited pro forma consolidated condensed balance sheet as of September
24, 1995 and the unaudited pro forma consolidated condensed statements of
earnings for the year ended December 25, 1994 and the nine periods ended
September 24, 1995 (filed as an exhibit hereto).
(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: December 5, 1995
By: /s/ Thomas L. Chapple
-----------------------
Thomas L. Chapple,
General Counsel and Secretary
Exhibit Index
Exhibit
Number Title or Description
- ----- --------------------
1 Press Release
99-1 Agreement and Plan of Merger dated Incorporated by reference
July 24, 1995 to Gannett's form 8-K
dated July 26, 1995
99-2 Audited consolidated balance sheets of Incorporated by reference
Multimedia, Inc. and subsidiaries as of to Gannett's form 8-K
December 31, 1994 and 1993, and the dated October 23, 1995
related consolidated statement of earn-
ings, changes in stockholders' equity,
and cash flows for each of the three
years ended December 31, 1994, 1993 and
1992.
99-3 Unaudited consolidated balance sheet of
Multimedia, Inc. And Subsidiaries as of
September 30, 1995; unaudited consolidated
statements of operations for the three months
and nine months ended September 30, 1995 and
September 30, 1994 and unaudited statements
of cash flows for the nine months ended
September 30, 1995 and September 30, 1994 (as
filed with Multimedia's Quarterly report on
form 10-Q for the quarterly period ended
September 30, 1995 and filed as an exhibit
hereto.
99-4 Unaudited pro forma consolidated condensed
balance sheet as of September 24, 1995 and
the unaudited pro forma consolidated condensed
statements of earnings for the year ended
December 25, 1994 and the nine month period
ended September 24, 1995.