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 (Date of earliest event reported):
May 28, 1999
FISHER COMPANIES INC.
(Exact name of registrant as specified in its charter)
WASHINGTON
(State or other jurisdiction of incorporation)
0-22439 91-0222175
------------------------------ ---------------------------------
(Commission File Number) IRS Employer Identification No.
1525 One Union Square
600 University Street
Seattle, Washington 98101-3185
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (206) 624-2752
Item 5 - Other Events
On May 28, 1999, Fisher Companies Inc. ("FSCI") announced an agreement
under which FSCI and its wholly-owned subsidiary, Fisher Mills Inc. ("Fisher
Mills") will acquire the 50% interest of Koch Agriculture Company ("Koch
Agriculture") in the Blackfoot, Idaho flour milling facility that Fisher Mills
currently owns jointly with Koch Agriculture. Following the acquisition, FSCI
and Fisher Mills will own 100% of the Blackfoot milling facility.
Fisher Mills and Koch Agriculture have each owned a 50% interest in the
limited liability company that owns and operates the Blackfoot milling facility
since July 1996. The facility, which commenced operations of a compact flour
mill in April 1997, was significantly expanded during 1998 through the
construction of a conventional flour mill, which began operations in December
1998.
The proposed acquisition will be consummated pursuant to the terms of a
Membership Purchase Agreement among FSCI, Fisher Mills and Koch Agriculture
dated as of May 28, 1999. Total consideration for Koch Agriculture's interest
in the limited liability company is $19,000,000.
Following the consummation of the acquisition, the name of the name of the
limited liability company will be changed from Koch Fisher Mills L.L.C. to
Fisher Mills L.L.C.
Consummation of the purchase, which is expected in the second quarter of
1999, is subject to various conditions including the receipt of applicable
regulatory approvals. For additional information regarding the acquisition,
reference is made to the press release dated June 2, 1999, which is attached to
this report as Exhibit 99, and incorporated herein by reference.
Item 7 - Financial Statements and Exhibits
(a) Financial statements - not applicable.
(b) Pro forma financial information - not applicable.
(c) Exhibits:
(99) Press Release issued by FSCI, dated June 2, 1999
2
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 hereunto duly authorized.
Dated: June 2, 1999
FISHER COMPANIES INC.
By: /s/ David D. Hillard
--------------------
David D. Hillard
Senior Vice President, Chief Financial
Officer and Secretary
3