Exhibit Index begins
on page 11
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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 31, 1995 or
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
GANNETT CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 16-0442930
(State or other jurisdiction of (I.R.S. Employer Iden-
incorporation or organization) tification No.)
1100 Wilson Boulevard, Arlington, Virginia 22234
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (703) 284-6000
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
Securities registered pursuant
to Section 12(g) of the Act:
None
(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 ____
- 1 -
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. [ X ]
The aggregate market value of the voting stock held by
non-affiliates of the registrant as of March 8, 1996 was in excess of
$9,121,771,826.
The number of shares outstanding of the registrant's Common
Stock, Par Value $1.00, as of March 8, 1996 was 140,753,924.
Documents incorporated by reference.
(1) Portions of the registrant's Annual Report to
Shareholders for the fiscal year ended December 31, 1995 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 7, 1996.
- 2 -
CROSS REFERENCE SHEET
The information required in Parts I, II and III of the Form
10-K is incorporated by reference to sections of the Company's
1995 Annual Report to Shareholders ("Annual Report") and its
definitive Proxy Statement for the Annual Meeting of Shareholders
to be held May 7, 1996 ("Proxy Statement") as described below:
Part I
Item 1. Business. Form 10-K Information (Annual
Report pp. 49-59); Note 10 -
Business Segment Information
(Annual Report pp. 44-45).
Item 2. Properties. Properties (Annual Report pp.
53, 54, 56, 58 and 59);
Corporate Facilities (Annual
Report p. 59); Markets We
Serve (Annual Report
pp. 64-66).
Item 3. Legal Proceedings. Note 9 - Commitments,
Contingent Liabilities and
Other Matters (Annual Report
pp. 43-44); Regulation (Annual
Report p. 53).
Item 4. Submission of Matters Not Applicable.
to a Vote of Security
Holders.
Part II
Item 5. Market for Registrant's Gannett Shareholder Services
Common Equity and (Annual Report, inside back cover);
Company Profile (Annual Report, inside
Related Stockholder front cover);
Matters Gannett Common Stock Prices
(Annual Report p. 22);
Dividends (Annual Report
p. 31).
Item 6. Selected Financial Eleven-Year Summary and Notes
Data. to Eleven-Year Summary (Annual
Report pp. 46-48).
Item 7. Management's Discussion Management's Discussion and
and Analysis of Analysis
Financial Condition and of Results of Operations and
Results of Operations. Financial
Position (Annual Report
pp. 23-31).
- 3 -
Item 8. Financial Statements Consolidated Financial
and Supplementary Data. Statements and
Notes to Consolidated
Financial State-
ments (Annual Report
pp. 32-45). Effects of
Inflation and changing prices
(Annual Report p. 31);
Quarterly Statements of
Income (Annual Report p. 61).
Item 9. Changes in and None.
Disagreements
with Accountants
on Accounting and
Financial Disclosure.
Part III
Item 10. Directors and Executive Executive Officers of the
Officers of the Company are listed
Registrant. below:
Denise H. Bannister - Group President, Gannett Gulf
Coast Newspaper Group, and President and Publisher,
Pensacola News Journal.
Sara M. Bentley - Group President, Gannett Northwest
Newspaper Group, and President and Publisher, Statesman
Journal.
Thomas L. Chapple - Senior Vice President, General
Counsel, and Secretary.
Richard L. Clapp - Senior Vice President, Personnel.
Susan Clark-Johnson - Senior Group President, Gannett
Pacific Newspaper Group, and President and
Publisher, Reno (Nev.) Gazette-Journal.
Michael J. Coleman - Senior Group 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 - Senior Vice President, News, Gannett
Newspaper Division.
Donald W. Davidson - President, Gannett Outdoor Group.
Gerard R. DeFrancesco - President, Gannett Radio.
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.
John B. Jaske - Senior Vice President, Labor Relations and
Assistant General Counsel.
Bern Mebane - Senior Group President, Gannett Piedmont
Newspaper Group.
Douglas H. McCorkindale - Vice Chairman, and Chief Financial
and Administrative Officer.
Larry F. Miller - Senior Vice President, Financial Planning,
and Controller.
W. Curtis Riddle - Senior Group President, Gannett East
Newspaper Group, and President and Publisher,
Wilmington (Delaware) News Journal.
- 4 -
Carleton F. Rosenburgh - Senior Vice President, Gannett
Newspaper Division.
Gary F. Sherlock - Group President, Gannett Atlantic Newspaper Group,
and President and Publisher, Gannett Suburban Newspapers.
Mary P. Stier - Group President, Gannett Midwest Newspaper Group,
and President and Publisher, Rockford Register Star.
Jimmy L. Thomas - Senior Vice President, Financial Services
and Treasurer.
Ronald Townsend - President, Gannett Television.
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 18
through 20. Information concerning the Board of
Directors of the Company is incorporated by reference
to the Company's Proxy Statement pursuant to General
Instruction G(3) to Form 10-K.
Item 11. Executive Compensation. Incorporated by reference to the Company's
Proxy Statement pursuant to General
Instruction G(3) to Form 10-K.
Item 12. Security Ownership of Incorporated by
Certain reference to the
Beneficial Owners and Company's Proxy Statement
Management. pursuant to
General Instruction G(3) to
Form 10-K.
Item 13. Certain Relationships Incorporated by
and reference to the
Related Transactions. Company's Proxy Statement
pursuant to
General Instruction G(3) to
Form 10-K.
- 5 -
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports
on Form 8-K.
(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
32 through 45 of the Company's 1995 Annual Report to
Shareholders and are incorporated herein by reference:
Consolidated Balance Sheets as of December 31, 1995
and December 25, 1994.
Consolidated Statements of Income - Fiscal Years
Ended December 31, 1995, December 25, 1994, and
December 26, 1993.
Consolidated Statements of Cash Flows - Fiscal
Years Ended December 31, 1995, December 25, 1994,
and December 26, 1993.
Consolidated Statements of Changes in Shareholders'
Equity - Fiscal Years Ended December 31, 1995,
December 25, 1994, and December 26, 1993.
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" appearing on pages 62 through 63 of the
Company's 1995 Annual Report to Shareholders:
Schedule V - Property, Plant and Equipment.
Schedule VI - Accumulated Depreciation and
Amortization of Property, Plant and Equipment.
- 6 -
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.
A Current Report on Form 8-K dated December 5, 1995 was
filed in connection with the acquisition of Multimedia,
Inc.
- 7 -
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Shareholders
of Gannett Co., Inc.
Our audits of the consolidated financial statements referred to
in our report dated February 6, 1996 appearing on page 45 of the
1995 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 LLP
- --------------------------------
PRICE WATERHOUSE LLP
Washington, D.C.
February 6, 1996
- 8 -
SIGNATURES
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 20, 1996 GANNETT CO., INC.
(Registrant)
By /s/Douglas H. McCorkindale
--------------------------
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 20, 1996 /s/John J. Curley
-----------------
John J. Curley,
Director, and Chairman,
President and Chief Executive
Officer
Dated: February 20, 1996 /s/Douglas H. McCorkindale
--------------------------
Douglas H. McCorkindale,
Director, and Vice Chairman,
and Chief Financial and
Administrative Officer
Dated: February 20, 1996 /s/Larry F. Miller
------------------
Larry F. Miller,
Senior Vice President,
Financial Planning, and
Controller
Dated: February 20, 1996 /s/Andrew F. Brimmer
--------------------
Andrew F. Brimmer, Director
- 9 -
Dated: February 20, 1996 /s/Meredith A. Brokaw
---------------------
Meredith A. Brokaw, Director
Dated: February 20, 1996 /s/Rosalynn Carter
------------------
Rosalynn Carter, Director
Dated: February 20, 1996 /s/Peter B. Clark
-----------------
Peter B. Clark, Director
Dated: February 20, 1996 /s/Stuart T.K. Ho
-----------------
Stuart T.K. Ho, Director
Dated: February 20, 1996 /s/Drew Lewis
-------------
Drew Lewis, Director
Dated: February 20, 1996 /s/Josephine P. Louis
---------------------
Josephine P. Louis, Director
Dated: February 20, 1996 /s/Rollan D. Melton
-------------------
Rollan D. Melton, Director
Dated: February 20, 1996 /s/Thomas A. Reynolds, Jr.
--------------------------
Thomas A. Reynolds, Jr., Director
Dated: February 20, 1996
---------------------------
Carl T. Rowan, Director
Dated: February 20, 1996 /s/Dolores D. Wharton
---------------------
Dolores D. Wharton, Director
- 10 -
EXHIBIT INDEX
Exhibit
Number Exhibit Location
- ------- ----------------------------- ----------------------------------
2-1 Agreement and Plan of Incorporated by reference to
Merger dated as of July 24, Exhibit 99 to
1995 between Gannett Co., Gannett Co., Inc.'s Form 8-K
and Multimedia, Inc. filed on July 26, 1995.
3-1 Second Restated Certificate Incorporated by reference to
of Incorporation of Gannett Exhibit 3-1 to
Co., Inc. Gannett Co., Inc's Form 10-K for
the fiscal year ended December 26, 1993
("1993 Form 10-K").
Amendment to Restated Incorporated by reference to
Exhibit 3-1 the 1993 Form 10-K.
Certificate of Incorporation.
3-2 By-laws of Gannett Co., Inc. Incorporated by reference to
Exhibit 3-2 to the 1993 Form
10-K.
4-1 $1,000,000,000 Revolving Incorporated by reference to Exhibit
Credit Agreement among 4-1 to the 1993 Form 10-K.
Gannett Co., Inc. and the
Banks named therein.
4-2 Amendment Number One Incorporated by reference to
to $1,000,000 Revolving Exhibit 4-2
Credit Agreement among to Gannett Co., Inc.'s Form 10-Q
Gannett Co., Inc. and the for the fiscal quarter ended
Banks named therein. June 26, 1994.
4-3 Amendment Number Two to Attached.
$1,500,000,000 Revolving
Credit Agreement among
Gannett Co., Inc. and the
Banks named therein.
- 11 -
4-4 Indenture dated as of March 1, Incorporated by reference to Exhibit 4-2
1983 between Gannett Co., Inc. to Gannett Co., Inc.'s Form 10-K for the
and Citibank, N.A., as Trustee. fiscal year ended December 29, 1985.
4-5 First Supplemental Indenture Incorporated by reference to
dated as of November 5, 1986 Exhibit 4 to
among Gannett Co., Inc., Gannett Co., Inc.'s Form 8-K filed on
Citibank, N.A., as Trustee, and November 9, 1986.
Sovran Bank, N.A., as Successor
Trustee.
4-6 Rights Plan. Incorporated by reference to
Exhibit 1 to Gannett Co.,Inc.'s
Form 8-K filed on May 23, 1990.
10-1 Employment Agreement dated Incorporated by reference to Gannett
December 7, 1992 between Co., Inc.'s Form 10-K for the fiscal
Gannett Co., Inc. and John J. year ended December 27, 1992
Curley.* ("1992 Form 10-K").
10-2 Employment Agreement dated Incorporated by reference to the 1992
December 7, 1992 between Form 10-K.
Gannett Co., Inc.and Douglas H.
McCorkindale.*
10-3 Agreement dated January 5, Incorporated by reference to
1995 between Gannett Tele- Gannett Co., Inc.'s Form 10-K
vision and CTR Productions. for the fiscal year
ended December 25, 1994.
10-4 Gannett Co., Inc. 1978 Incorporated by reference to
Executive Long-Term Incentive Exhibit 10-3 to
Plan.* Gannett Co., Inc.'s Form 10-K for
the fiscal year ended December
28, 1980. Amendment No. 1
incorporated by reference
to Exhibit 20-1 to
Gannett Co., Inc.'s
Form 10-K for the fiscal year
ended December 27, 1981.
Amendment No. 2 incorporated by
reference to Exhibit 10-2
to 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 to
Gannett Co., Inc.'s Form S-8
Registration Statement No.
33-28413 filed on May 1, 1989.
Amendments Nos. 5 and 6
incorporated by reference to
Exhibit 10-8 to Gannett Co.,
Inc.'s Form 10-K for the fiscal
year ended December 31, 1989.
- 12 -
10-5 Description of supplemental Incorporated by reference to
insurance benefits.* Exhibit 10-4 to the 1993
Form 10-K.
10-6 Gannett Co., Inc. Supplemental Incorporated by reference to Exhibit
Retirement Plan, as amended.* 10-8 to Gannett Co., Inc's Form 10-K
for the fiscal year ended
December 27,1986 ("1986 Form 10-K").
10-7 Gannett Co., Inc. Retirement Incorporated by reference to Exhibit
Plan for Directors.* 10-10 to the 1986 Form 10-K.
1991 Amendment incorporated by
reference to Exhibit 10-2 to
Gannett Co., Inc.'s Form 10-Q
for the quarter ended September
29, 1991. 1995 Amendments
attached in Exhibit 10-7.
10-8 Gannett Co., Inc. 1987 Incorporated by reference to
Deferred Compensation Plan, Exhibit 10-8
as restated.* to the 1993 Form 10-K.
10-9 Gannett Co., Inc. Transitional Incorporated by reference to Exhibit
Compensation Plan.* 10-13 to 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 1995 Annual Report Attached.
to Shareholders incorporated
by reference.
21 Subsidiaries of Gannett Co., Attached.
Inc.
23 Consent of Independent Attached.
Accountants.
27 Financial Data Schedule. Attached.
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.
* Asterisks identify management contracts, and
compensatory plans or arrangements.
- 13 -