SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 22, 2002
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(Date of Report)
FISHER COMMUNICATIONS, INC.
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(Exact Name of Registrant as Specified in Charter)
Washington 000-22349 91-0222175
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(State or Other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
1525 One Union Square, 600 University Street, Seattle, Washington, 98101-3185
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(Address of Principal Executive Offices, including Zip Code)
(206) 404-7000
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On March 21, 2002 Fisher Communications, Inc. (the "Company") obtained from
Merrill Lynch, Pierce, Fenner & Smith Incorporated a $42,400,000 loan (the
"Margin Loan") collateralized by 3,000,000 shares of common stock of SAFECO
Corporation ("Safeco") owned by the Company. Proceeds from the loan were used to
fund partial payment of the Company's unsecured line of credit and to pay
amounts due under the Company's bank lines of credit.
On March 21, 2002, the Company entered into a variable forward sales
transaction (the "Forward Transaction") with Merrill Lynch International
("Merrill Lynch"). The Company's obligations under the Forward Transaction are
collateralized by 3,000,000 shares of Safeco common stock owned by the Company
(the "Pledged Shares"). Under terms of the Forward Transaction, the Company
expects to receive up to $70,000,000. Proceeds from the Forward Transaction will
be used to repay the Margin Loan discussed above, to finance construction of the
Company's Fisher Plaza project and for general corporate purposes. The Forward
Transaction will mature in five separate six-month intervals beginning March 15,
2005 through March 15, 2007. The amount due at each maturity date will be
determined based on the market value of Safeco common stock on such maturity
date. Although the Company will have the option of settling the amounts due
under the Forward Transaction in cash or by delivery of the Pledged Shares, the
Company currently intends to settle in cash rather than by delivery of shares.
The Company may prepay amounts due under the Forward Transaction. During the
term of the Forward Transaction, the Company will continue to receive dividends
paid by Safeco; however, any increase in the dividend amount above the present
rate must be paid to Merrill Lynch.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
None.
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SIGNATURE
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 hereunto duly authorized.
FISHER COMMUNICATIONS, INC.
Dated: March 22, 2002 By /s/ David Hillard
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David D. Hillard
Senior Vice President
Chief Financial Officer
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