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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):
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
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(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
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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
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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: June 2, 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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EXHIBIT 99
FOR IMMEDIATE RELEASE
Contact: Christopher Wheeler of Fisher Companies Inc., 206-224-6784, or Mary
Beth Jarvis of Koch Industries, Inc., 316-828-3756
FISHER COMPANIES AND KOCH INDUSTRIES ANNOUNCE
RESTRUCTURING OF BLACKFOOT LLC
SEATTLE, WASHINGTON--JUNE 2, 1999--Fisher Companies Inc. (FSCI) and Koch
Agriculture Company have announced an agreement under which FSCI and its wholly-
owned subsidiary, Fisher Mills Inc., will acquire Koch Agriculture's 50%
interest in the jointly owned Blackfoot, Idaho flour milling facility.
Following the acquisition, Fisher Companies and Fisher Mills will own 100% of
the Blackfoot facility, which will be maintained under the current limited
liability structure and renamed Fisher Mills L.L.C.
Fisher Mills and Koch Agriculture have each owned 50% interest in the LLC
entity that has owned and operated the Blackfoot facility since July 1996. The
facility, which began operation of a compact flour mill in April 1997, was
expanded significantly during 1998 through construction of a conventional mill
with a capacity of 12,500 cwt.
The proposed acquisition will be consummated pursuant to the terms of a
Membership Purchase Agreement among FSCI, Fisher Mills, and Koch Agriculture
dated May 28, 1999. The purchase, which is expected to close on or about July
1, 1999, is subject to various conditions including the receipt of applicable
regulatory approvals.
R. Bryce Seidl, President and CEO of Fisher Mills characterized the
acquisition of Koch's interest as a measure of Fisher's commitment to advancing
the flour milling industry. "The Blackfoot Mill represents the best technologies
available today in the milling industry. We believe this mill will set new
standards for quality, consistency, and efficiency in North American milling.
With its location in a major wheat growing area and with excellent
transportation links to our Western markets, our ability to serve customers and
their growing markets with quality managed from the field to the marketplace is
now stronger than ever."
"We're very excited to be turning our interest in this facility over to our
partner Fisher Mills," said Dan Kilby, vice president, Koch Agriculture.
"They're a great company with a proven history in flour milling and a long-term
commitment to this business."
"Koch's vision for agriculture is smaller now than it has been," Kilby
continued. "A few months ago, we made a decision to more exclusively focus on
our pizza crust joint venture, our ranches, and our animal feed capability--
which includes our subsidiaries Purina Mills, Inc. and Koch Nutrient Services.
So, we began discussions with Fisher Mills about the milling facility and have
now reached this agreement. I believe having this state-of-the-art facility in
the hands of such a successful firm is a win-win for the business, our
employees, and the community."
Koch Agriculture Company is a subsidiary of Koch Industries, Inc. Koch
Industries, through its subsidiaries, employs 16,000 people worldwide and is
involved in virtually all phases of the oil and gas industry, as well as in
agriculture, chemicals, plastics, energy services, chemical and environmental
technology products, asphalt products, metals and mineral services, financial
services, and ventures. For more information on Koch, refer to www.kochind.com
or kochenvironment.com on the Internet.
Founded in 1910, Fisher Companies Inc. operates subsidiaries in television
and radio broadcasting, flour milling and food distribution for the bakery, mix,
and food service industries, and proprietary real estate development.
Additional information on the company is available at www.fsci.com.
