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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FISHER COMPANIES INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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April 19, 1999
TO THE SHAREHOLDERS OF FISHER COMPANIES INC.:
In my letter to you of March 29, 1999, inviting you to attend the Annual
Meeting of Shareholders of Fisher Companies Inc. (the "Company"), I discussed a
proposal to amend the Company's Articles of Incorporation to increase the number
of authorized shares of Company common stock and create two new series of common
stock. This recapitalization proposal ("Proposal") was further described in the
Proxy Statement sent to you. For the reasons described below, the Company has
decided to withdraw the Proposal and related adoption of a new employee
incentive plan from consideration at the upcoming Annual Meeting.
In the course of continuing due diligence and the finalization of the Proxy
Statement, the Company was made aware of concerns regarding NASDAQ's
interpretation of its voting rights standards as applied to certain features of
the Proposal.
As stated in the Proxy Statement, the Company determined that it would not
implement the Proposal if the initial concerns raised by NASDAQ could not be
satisfactorily resolved. The Company has subsequently consulted with NASDAQ and
the New York Stock Exchange and determined that such concerns are likely to
preclude the Company from listing its shares on such exchanges in the future, if
the Proposal was 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.
Although we believe that the Proposal would have provided the Company with
additional flexibility for future financings or acquisitions, the long term
interests of shareholders and Company are substantially better served by the
ability to list, at some point in the future, on NASDAQ or a national exchange.
Accordingly, at a Special Meeting held today, the Company's Board of
Directors adopted a resolution to withdraw the Proposal, and the related
proposal to adopt the Fisher Companies Incentive Plan of 1999, from
consideration at the upcoming Annual Meeting. These matters, Items 1 and 2 in
the Notice of Annual Meeting of Shareholders which accompanies your Proxy
Statement, thus will not be submitted for a vote of the Company's shareholders.
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If you have not already done so, please complete, date, sign and return
your Proxy for the Annual Meeting as soon as possible. Although you need not
vote on the Proposal or the related adoption of the Fisher Companies Incentive
Plan of 1999 (Items 1 and 2 on the Proxy), your vote regarding the election of
directors and the ratification of independent accountants is important.
We look forward to seeing you at the Annual Meeting, which is scheduled for
April 29, 1999 at 10:00 a.m. in the United Artists 150 Theater located at 2131
Sixth Avenue in Seattle, Washington.
Sincerely,
/s/ William W. Krippaehne, Jr.
