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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):
April 12, 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
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Item 5 - Other Events
Fisher Companies Inc. (FSCI) today announced its plans not to proceed with
a common stock recapitalization that had been proposed to its shareholders in
its Proxy Statement in connection with the Company's annual shareholders meeting
on April 29, 1999. The Company's Board of Directors will act formally on
management's recommendation to withdraw the proposal and a related proposal
regarding the adoption of a new employee incentive plan at a Special Meeting on
April 19th.
In the course of continuing due diligence and the finalization of the
Company's 1999 Proxy Statement, the Company was made aware of certain concerns
regarding NASDAQ's interpretation of its voting rights standards as applied to
certain features of the proposed recapitalization.
Subsequent contacts with NASDAQ and consultations with the New York Stock
Exchange have caused the Company to determine that the concerns raised by NASDAQ
and the NYSE are likely to preclude the Company from listing its shares on such
exchanges in the future, if the recapitalization proposal is implemented.
The Company's common stock is not listed on NASDAQ or any national
exchange, although the Company may apply for listing in the future.
Accordingly, the recapitalization proposal (and the related adoption of a
new employee incentive plan) will be withdrawn from consideration and
shareholder vote at the Company's annual shareholders meeting scheduled later
this month.
Item 7 - Financial Statements and Exhibits
None
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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: April 12, 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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