Exhibit Index begins
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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 [No Fee Required] for the fiscal year ended
December 29, 1996 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 Identification No.)
incorporation or organization)
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 __
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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. [ X ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of March 14, 1997 was in excess of $11,875,782,398.
The number of shares outstanding of the registrant's Common Stock,
Par Value $1.00, as of March 14, 1997 was 141,492,862.
Documents incorporated by reference.
(1) Portions of the registrant's Annual Report to Shareholders
for the fiscal year ended December 29, 1996 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 6, 1997.
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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 1996 Annual
Report to Shareholders ("Annual Report") and its definitive Proxy Statement
for the Annual Meeting of Shareholders to be held May 6, 1997 ("Proxy
Statement") as described below:
Part I
Item 1. Business. Form 10-K Information (Annual Report
pp. 53-62); Note 10 - Business Segment
Information (Annual Report p. 48).
Item 2. Properties. Properties (Annual Report pp. 57, 58, 60,
and 61); Corporate Facilities (Annual
Report p. 62); Markets We Serve (Annual
Report pp. 68-72).
Item 3. Legal Proceedings. Note 9 - Commitments, Contingent
Liabilities and Other Matters (Annual
Report p. 47); Regulation (Annual
Report pp. 57-58, 58-59, 60-61).
Item 4. Submission of Matters Not Applicable.
to a Vote of Security
Holders.
Part II
Item 5. Market for Registrant's Gannett Shareholder Services (Annual
Common Equity and Report, p. 73); Company
Related Stockholder Profile (Annual Report, p. 1);
Matters Gannett Common Stock Prices (Annual
Report p. 23); Dividends (Annual Report
p. 33).
Item 6. Selected Financial Eleven-Year Summary and Notes to
Data. Eleven-Year Summary (Annual Report
pp. 50-52).
Item 7. Management's Discussion Management's Discussion and Analysis
and Analysis of of Results of Operations and Financial
Financial Condition and Position (Annual Report pp. 24-33).
Results of Operations.
Item 8. Financial Statements Consolidated Financial Statements and
and Supplementary Data. Notes to Consolidated Financial State-
ments (Annual Report pp. 34-48).
Effects of inflation and changing prices
(Annual Report p. 33); Quarterly
Statements of Income (Annual Report
pp. 64-65).
Item 9. Changes in and None.
Disagreements with
Accountants on Account-
ing and Financial
Disclosure.
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Part III
Item 10. Directors and Executive Executive Officers of the
Officers of the Registrant. Company are listed 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.
Michael C. Burrus - President, Multimedia Cablevision, Inc.
and Multimedia Security Service, Inc.
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.
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.
Gracia C. Martore - Vice President, Treasury Services and
Investor Relations.
Douglas H. McCorkindale - Vice Chairman, and Chief Financial
and Administrative Officer.
Bern Mebane - Senior Group President, Gannett Piedmont
Newspaper Group.
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.
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.
Cecil L. Walker - President and Chief Executive Officer, Gannett
Broadcasting.
Gary L. Watson - President, Gannett Newspaper Division.
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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 Certain Incorporated by reference to the
Beneficial Owners and Company's Proxy Statement pursuant to
Management. General Instruction G(3) to Form 10-K.
Item 13. Certain Relationships and Incorporated by reference to the
Related Transactions. Company's Proxy Statement pursuant to
General Instruction G(3) to Form 10-K.
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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 34 through 49
of the Company's 1996 Annual Report to Shareholders and are
incorporated herein by reference:
Consolidated Balance Sheets as of December 29, 1996 and
December 31, 1995.
Consolidated Statements of Income - Fiscal Years Ended
December 29, 1996, December 31, 1995, and December 25, 1994.
Consolidated Statements of Cash Flows - Fiscal Years Ended
December 29, 1996, December 31, 1995, and December 25, 1994.
Consolidated Statements of Changes in Shareholders' Equity -
Fiscal Years Ended December 29, 1996, December 31, 1995, and
December 25, 1994.
Notes to Consolidated Financial Statements.
Report of Independent Accountants.
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(2) Financial Statement Schedules.
The following financial statement schedules are incorporated by
reference to "Schedules to Form 10-K Information" appearing on
pages 66 through 67 of the Company's 1996 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.
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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 4, 1997 appearing on page 49 of the
1996 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 4, 1997
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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 25, 1997 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 25, 1997 /s/John J. Curley
------------------------------
John J. Curley,
Director, and Chairman, President and
Chief Executive Officer
Dated: February 25, 1997 /s/Douglas H. McCorkindale
------------------------------
Douglas H. McCorkindale,
Director, and Vice Chairman, and Chief
Financial and Administrative Officer
Dated: February 25, 1997 /s/Larry F. Miller
------------------------------
Larry F. Miller,
Senior Vice President, Financial Planning,
and Controller
Dated: February 25, 1997 /s/Andrew F. Brimmer
------------------------------
Andrew F. Brimmer, Director
Dated: February 25, 1997 /s/Meredith A. Brokaw
------------------------------
Meredith A. Brokaw, Director
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Dated: February 25, 1997 /s/Rosalynn Carter
------------------------------
Rosalynn Carter, Director
Dated: February 25, 1997 /s/Peter B. Clark
------------------------------
Peter B. Clark, Director
Dated: February 25, 1997 /s/Stuart T.K. Ho
------------------------------
Stuart T.K. Ho, Director
Dated: February 25, 1997 /s/Drew Lewis
------------------------------
Drew Lewis, Director
Dated: February 25, 1997 /s/Josephine P. Louis
------------------------------
Josephine P. Louis, Director
Dated: February 25, 1997 /s/Rollan D. Melton
------------------------------
Rollan D. Melton, Director
Dated: February 25, 1997 /s/Thomas A. Reynolds, Jr.
------------------------------
Thomas A. Reynolds, Jr., Director
Dated: February 25, 1997 /s/Dolores D. Wharton
------------------------------
Dolores D. Wharton, Director
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EXHIBIT INDEX
Exhibit
Number Exhibit Location
3-1 Second Restated Certificate Incorporated by reference to Exhibit
of Incorporation of Gannett Co., 3-1 to Gannett Co., Inc's Form 10-K
Inc. for the fiscal year ended December 26,
1993 ("1993 Form 10-K").
Amendment to Restated Incorporated by reference to Exhibit
Certificate of Incorporation. 3-1 to the 1993 Form 10-K.
3-2 Amended By-laws of Gannett Attached.
Co., Inc.
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 Exhibit
to $1,000,000,000 Revolving 4-2 to Gannett Co., Inc.'s Form 10-Q
Credit Agreement among for the fiscal quarter ended June 26,
Gannett Co., Inc. and the 1994.
Banks named therein.
4-3 Amendment Number Two to Incorporated by reference to Exhibit
$1,500,000,000 Revolving 4-3 to Gannett Co., Inc.'s Form 10-K
Credit Agreement among for the fiscal year ended
Gannett Co., Inc. and the December 31, 1995.
Banks named therein.
4-4 Amendment Number Three to Incorporated by reference to Exhibit
$3,000,000,000 Revolving 4-4 to Gannett Co., Inc.'s Form 10-Q
Credit Agreement among for the fiscal quarter ended
Gannett Co., Inc. and the Banks September 29, 1996.
named therein.
4-5 Indenture dated as of March 1, Incorporated by reference to Exhibit
1983 between Gannett Co., Inc. 4-2 to Gannett Co., Inc.'s Form 10-K
and Citibank, N.A., as Trustee. for the fiscal year ended
December 29, 1985.
4-6 First Supplemental Indenture Incorporated by reference to Exhibit
dated as of November 5, 1986 4 to Gannett Co., Inc.'s Form 8-K
among Gannett Co., Inc., filed on November 9, 1986.
Citibank, N.A., as Trustee, and
Sovran Bank, N.A., as Successor
Trustee.
4-7 Rights Plan. Incorporated by reference to
Exhibit 1 to Gannett Co., Inc.'s
Form 8-K filed on May 23, 1990.
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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 ("1992
Curley.* 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 Gannett Co., Inc. 1978 Incorporated by reference to Exhibit
Executive Long-Term Incentive 10-3 to Gannett Co., Inc.'s Form 10-K
Plan* 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.
Amendment No. 7 incorporated by
reference to Gannett Co., Inc.'s
Form S-8 Registration Statement
No. 333-04459 filed on May 24, 1996.
10-4 Description of supplemental Incorporated by reference to Exhibit
insurance benefits.* 10-4 to the 1993 Form 10-K.
10-5 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").
10-6 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. Amendment
to Gannett Co., Inc. Retirement
Plan for Directors dated October 31,
1996, attached.
10-7 Amended and Restated Incorporated by reference to Exhibit
Gannett Co., Inc. 1987 10-1 to Gannett Co., Inc.'s Form 10-Q
Deferred Compensation Plan.* for the fiscal quarter ended
September 29, 1996.
10-8 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 1996 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.
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