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):
July 1, 1999
FISHER COMPANIES INC.
(Exact name of registrant as specified in its charter)
WASHINGTON
(State or other jurisdiction of incorporation)
000-22349 91-0222175
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(Commission File Number) IRS Employer Identification No.
1525 One Union Square
600 University Street
Seattle, Washington 99101-3185
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (206) 624-2752
Item 2. Acquisition or Disposition of Assets
On July 1, 1999, Fisher Companies Inc., a Washington corporation ("FSCI"),
and its subsidiary Fisher Broadcasting Inc. completed acquisition of the
broadcasting assets of Retlaw Enterprises, Inc., a California corporation, and
eight wholly-owned limited liability companies ("Retlaw"). The broadcast assets
acquired consist of eleven network-affiliated television stations in seven
markets located in California, the Pacific Northwest, and Georgia.
The acquired television stations will be owned and operated by Fisher
Broadcasting Inc.
Total consideration for the assets acquired was $216.7 million, which
included $7.6 million of working capital. The amount of such purchase price was
negotiated between the parties.
The acquisition was financed from proceeds of Senior Credit Facilities with
Bank of America National Trust and Savings Association as Administrative Agent,
Credit Suisse First Boston as Syndication Agent, and other financial
institutions party thereto.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired. The financial statements
required by Item 7(a) are not included in this initial report, and will be
included in an amended report to be filed not later than 60 days after the date
of this report.
(b) Pro Forma Financial Information. The pro forma financial information
required by Item 7(b) are not included in this initial report, and will be
included in an amended report to be filed not later than 60 days after the date
of this report.
(c) Exhibits
2.1 Asset Purchase and Sale Agreement Among Fisher Companies Inc.,
and Fisher Broadcasting Inc., as the Purchaser and Retlaw
Enterprises, Inc., Retlaw Broadcasting, L.L.C., Retlaw
Broadcasting of Boise, L.L.C., Retlaw Broadcasting of Fresno,
L.L.C., Retlaw Broadcasting of Idaho Falls, L.L.C., Retlaw
Broadcasting of Yakima, L.L.C., Retlaw Broadcasting of Eugene,
L.L.C., Retlaw Broadcasting of Columbus, L.L.C., and Retlaw
Broadcasting of Augusta, L.L.C., as the Sellers, dated November
18, 1998, as amended November 30, 1998 and December 7, 1998
(Incorporated by reference to Exhibit 10.8 of the Company's
Annual Report on Form 10-K for the year December 31, 1998
(Commission File No. 000-22349).
2.2 Amendment No. 3 to Asset Purchase and Sale Agreement dated as
of June 30, 1999.
2.3 Amendment No. 4 to Asset Purchase and Sale Agreement dated as
of July 1, 1999.
99.1 Press Release issued by the Company on July 2, 1999.
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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: July 15, 1999
FISHER COMPANIES INC.
By: /s/ David D. Hillard
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David D. Hillard
Senior Vice President, Chief Financial
Officer and Secretary
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