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: July 27, 1999
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
On June 24, 1999, Gannett U.K. Limited ("Gannett UK"), a newly formed
wholly-owned subsidiary of Gannett Co., Inc. ("Gannett"), made a cash
offer to acquire the entire issued and to be issued share capital of
Newsquest plc ("Newsquest"). Pursuant to the Offer, Newsquest
shareholders may elect to receive 460 pence (US $7.26) in cash or
Loan Notes for each of 200.4 million fully diluted shares, for a total
price of approximately 922 million pounds sterling (US $1.5 billion).
Gannett UK will also assume Newsquest's existing debt. The purchase is
to be financed principally by commercial paper borrowings, existing
facilities, U.S. public debt markets and/or operating cash flow. On
July 26, 1999, pursuant to the Offer Document, Gannett UK declared the
Offer unconditional in all respects.
Gannett UK has received irrevocable undertakings to accept the
Offer from the two largest shareholders and the executive directors
of Newsquest and other valid acceptances under the Offer. Gannett UK
has also acquired Newsquest plc shares through market purchases.
Altogether, Gannett UK has valid acceptances and Newsquest shares
totaling 186,735,028, representing approximately 95.1% of the issued
share capital of Newsquest.
Newsquest's principal activities are publishing and printing regional
and local newspapers in the United Kingdom with a portfolio that includes
63 paid-for daily and weekly newspapers and 120 free weekly newspapers.
For the 53 weeks ended January 3, 1999, Newsquest reported revenues of
305.8 million pounds sterling (US $507.6 million) and operating income
of 81.4 million pounds sterling (US $135.0 million).
A portion of Gannett's News Release dated June 24, 1999, providing
a detailed description of the Offer, is attached as Exhibit 99-1 and
is incorporated in this report by reference.
ITEM 5. OTHER EVENTS
On July 27, 1999, Gannett Co., Inc. announced that it has entered
into an agreement to sell its cable business. A news release
announcing this transaction, attached hereto as Exhibit 99-2, and the
Asset Purchase Agreement, attached hereto as Exhibit 99-3, are
incorporated in this report by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Newsquest plc
The financial statements required under this Item
are not included in this report. The required
financial statements will be filed at the
earliest possible date and, in any event, no later
than October 6, 1999.
(b) Unaudited Pro Forma Financial Information
.
The pro forma financial information required under
this Item is not included in this report. The
required pro forma financial information will be filed
at the earliest possible date and, in any event, no
later than October 6, 1999.
(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: July 27, 1999 By:/s/George R. Gavagan
-----------------------
George R. Gavagan
Vice President and Controller
EXHIBIT INDEX
Exhibit
Number Title or Description Location
99-1 Portion of Gannett's News Release Attached
dated June 24, 1999, describing
Gannett U.K. Limited Cash Offer for
Newsquest plc
99-2 Gannett's News Release dated Attached
July 27, 1999, announcing sale of
cable business
99-3 Asset Purchase Agreement Attached
between Multimedia Cablevision,
Inc. and Cox Communications, Inc.