FISHER COMPANIES INC
8-K, 1999-07-15
GRAIN MILL PRODUCTS
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<PAGE>

                      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
           ------------------------         ----------------------------
           (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
<PAGE>

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.

                                       2
<PAGE>

                                  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
                                        ------------------------------------
                                        David D. Hillard
                                        Senior Vice President, Chief Financial
                                        Officer and Secretary

                                       3

<PAGE>

                                                                     EXHIBIT 2.2
                                AMENDMENT NO. 3

                                       TO

                       ASSET PURCHASE AND SALE AGREEMENT

     This Amendment No. 3 to Asset Purchase and Sale Agreement (this
"Amendment") is made and entered into as of June 30, 1999 by and among Fisher
Companies Inc., a Washington corporation ("FCI"), Fisher Broadcasting Inc., a
Washington corporation ("FBI"), Fisher Broadcasting - Fresno, L.L.C., a Delaware
limited liability company ("Fisher - Fresno"), and Fisher Broadcasting -
Georgia, L.L.C., a Delaware limited liability company ("Fisher - Georgia")
(collectively, the "Purchaser"), Retlaw Enterprises, Inc., a California
corporation ("REI"), and 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., each a Delaware limited liability company
(collective with REI, the "Sellers").

                                    RECITALS

     WHEREAS, the Purchaser and the Sellers are parties to that certain Asset
Purchase and Sale Agreement dated as of November 18, 1998, as amended by
Amendment  No. 1 dated November 30, 1998 and Amendment No. 2 dated December 7,
1998 (collectively, the "Purchase Agreement"); and

     WHEREAS, the Purchaser and the Sellers desire to further amend the Purchase
Agreement on the terms and subject to the conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

     SECTION 1. Closing; Effective Time.  Section 2.6 of the Purchase Agreement
                -----------------------
is hereby deleted in its entirety and replaced with the following:

          Closing; Effective Time. The purchase and sale of the
          -----------------------
     Acquisition Assets (the "Closing") shall take place at the
     offices of Graham & Dunn, 1420 Fifth Avenue, Suite 3300, Seattle,
     Washington at 10:00 A.M., local time on July 1, 1999 (the
     "Closing Date"). The effective time of the transfer to the
     Purchaser of the Acquisition Assets and the Stations shall be
     deemed to occur at 12:00:01 A.M., local time, on the Closing Date
     (the "Effective Time").

     SECTION 2.  CBS Agreements regarding Microwave Truck and Ku Uplink.  The
                 ------------------------------------------------------
CBS agreements to reimburse $150,000 to Retlaw of Boise, LLC for a digital SNG
vehicle and $80,000 to Retlaw of Yakima, LLC for a fixed Ku Uplink, as described
in the letter dated

                                       1
<PAGE>

December 17, 1998 from Robert D. Shellard, Director, Planning & Administration,
CBS Television, to Benjamin W. Tucker, Vice President, REI, are each considered
an Acquisition Asset and an Assumed Contract, the benefits of which will be
assigned FBI, and the liabilities of which will be assumed by FBI, upon Closing.

     SECTION 3. Lewiston Transmitter Site.  The parties acknowledge that Retlaw
                -------------------------
Broadcasting of Yakima, L.L.C. purchased the transmitter site located in
Lewiston, Idaho, as legally described on the attached Exhibit A (the "Lewiston
                                                      ---------
Transmitter Site") on April 1, 1999, in accordance with the terms of the
Purchase and Sale Agreement dated January 29, 1999, between Retlaw Broadcasting
of Yakima, L.L.C. and Ken Boley in consideration for payment by Retlaw
Broadcasting of Yakima, L.L.C. of $50,000 and $2,910 in costs. The Lewiston
Transmitter Site is considered Real Property which will be conveyed free of all
liens and encumbrances to FBI upon Closing. The Purchase Price payable by
Purchaser upon Closing is increased by $52,910.

     SECTION 4.  Weather Central Group Data Agreement.  Pursuant to an Agreement
                 ------------------------------------
dated April 29, 1999 between Retlaw Broadcasting, L.L.C. and Weather Central
Inc. ("Weather"), Retlaw agreed to buy certain products from Weather for
installation and use at KJEO-Fresno, CA, KVAL-Eugene, OR, KIMA-Yakima, WA, and
KBCI-Boise, ID. Retlaw Broadcasting, L.L.C. and FBI have agreed to each pay one
half of the costs, estimated to be $260,000, associated with the purchase of the
products from Weather, which products are considered Acquisition Assets to be
conveyed to FBI upon Closing. The parties acknowledge that Sellers have already
paid $195,000 of the costs, and FBI will reimburse its share ($65,000) of such
costs to Retlaw.

     SECTION 5.  Fisher LLCs.
                 -----------

          a.   On February 24, 1999, FBI formed the following two (2) wholly
owned limited liability companies: Fisher Broadcasting - Fresno, L.L.C.
("Fisher-Fresno") and Fisher Broadcasting - Georgia, L.L.C. ("Fisher-Georgia"),
each a Delaware limited liability company.

          b.   In accordance with Section 13.13 of the Purchase Agreement, FBI
assigns and transfers to Fisher-Fresno all of FBI's right, title and interest to
purchase the assets of Retlaw Broadcasting of Fresno, L.L.C. under the Purchase
Agreement.

          c.   In accordance with section 13.13 of the Purchase Agreement, FBI
assigns and transfers to Fisher-Georgia all of FBI's right, title and interest
to purchase the assets of Retlaw Broadcasting of Augusta, L.L.C. and Retlaw
Broadcasting of Columbus, L.L.C. under the Purchase Agreement.

          d.   Fisher-Fresno and Fisher-Georgia each assume and agree to perform
and be bound by the terms, conditions and provisions contained in the Purchase
Agreement.

          e.   Notwithstanding the foregoing, FBI will remain liable for its
duties and obligations under the Purchase Agreement.

                                       2
<PAGE>

     SECTION 6.  Closing Balance Sheet.  Attached to this Amendment as Exhibit B
                 ---------------------                                 ---------
is the Closing Balance Sheet in accordance with Section 3.2 of the Agreement.

     SECTION 7.  New Retlaw Subsidiary.  Section 4.1(f) of the Agreement is
                 ---------------------
hereby amended by adding to the end of the first sentence thereof the following
language: "and Retlaw Enterprises L.L.C., a Delaware limited liability company
wholly owned by REI."

     SECTION 8.  Environmental Clean-Up.  Sellers agreed to perform certain
                 ----------------------
environmental clean-up prior to Closing relating to the Real Property and to the
operation of the Stations. Sellers have not completed all such clean-up items
prior to Closing. Sellers and Purchaser have agreed to close subject to Sellers'
agreement to complete the items on Exhibit C attached hereto in accordance with
                                   ---------
this paragraph. Sellers hereby agree, subject to the terms and limitation of the
Agreement, to use its best efforts to complete the items on Exhibit C on which
                                                            ---------
follow-up action is indicated and to complete such work to Purchaser's
reasonable satisfaction as soon as reasonably practicable after Closing but, in
any event, no later than sixty (60) days after Closing.

     SECTION 9.  Miscellaneous.
                 -------------

          a.   This Amendment is hereby incorporated into the Purchase Agreement
by reference and supersedes any provisions of the Purchase Agreement that are
contrary to this Amendment.

          b.   Except as modified by this and other amendments, the Purchase
Agreement remains in full force and effect.

          c.   The headings used in this Amendment have been inserted for
convenience of reference only and do not define or limit the provisions hereof.
This Amendment shall be governed by and construed in accordance with the Laws of
the State of Delaware applicable to a contract executed and performed in such
State, without giving effect to the conflicts of laws principles thereof. This
Amendment may be executed in any number of counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
instrument.

          d.   Unless otherwise defined in this Amendment, all capitalized terms
used herein shall have the meanings respectively ascribed to them in the
Purchase Agreement.


                       [signatures appear on next page.]

                                       3
<PAGE>

                    PURCHASER
                    ---------

                    FISHER COMPANIES INC., a Washington corporation

                    By:    /s/ William W. Krippaehne, Jr.
                        --------------------------------------------------------
                        William W. Krippaehne, Jr., President and CEO


                    FISHER BROADCASTING INC., a Washington corporation

                    By:    /s/ Patrick M. Scott
                        --------------------------------------------------------
                        Patrick M. Scott, President and CEO


                    FISHER BROADCASTING - FRESNO, L.L.C., a Delaware limited
                    liability company

                    By:    /s/ William W. Krippaehne, Jr.
                        --------------------------------------------------------
                        William W. Krippaehne, Jr., Manager

                    By:    /s/ Patrick M. Scott
                        --------------------------------------------------------
                        Patrick M. Scott, Manager


                    FISHER BROADCASTING - GEORGIA, L.L.C., a Delaware limited
                    liability company

                    By:    /s/ William W. Krippaehne, Jr.
                        --------------------------------------------------------
                        William W. Krippaehne, Jr., Manager

                    By:    /s/ Patrick M. Scott
                        --------------------------------------------------------
                        Patrick M. Scott, Manager


                    SELLERS
                    -------

                    RETLAW ENTERPRISES, INC., a California corporation

                    By:    /s/ Benjamin W. Tucker
                        --------------------------------------------------------
                        Benjamin W. Tucker, Vice President, Broadcasting

                                       4
<PAGE>

                    RETLAW BROADCASTING, L.L.C., a Delaware limited liability
                    company

                    By:    /s/ Benjamin W. Tucker
                        --------------------------------------------------------
                        Benjamin W. Tucker, Vice President, Broadcasting


                    RETLAW BROADCASTING OF BOISE, L.L.C., a Delaware limited
                    liability company

                    By:    /s/ Benjamin W. Tucker
                        --------------------------------------------------------
                        Benjamin W. Tucker, President


                    RETLAW BROADCASTING OF FRESNO, L.L.C., a Delaware limited
                    liability company

                    By:    /s/ Benjamin W. Tucker
                        --------------------------------------------------------
                        Benjamin W. Tucker, President


                    RETLAW BROADCASTING OF IDAHO FALLS, L.L.C., a Delaware
                    limited liability company

                    By:    /s/ Benjamin W. Tucker
                        --------------------------------------------------------
                        Benjamin W. Tucker, President


                    RETLAW BROADCASTING OF YAKIMA, L.L.C., a Delaware limited
                    liability company

                    By:    /s/ Benjamin W. Tucker
                        --------------------------------------------------------
                        Benjamin W. Tucker, President


                    RETLAW BROADCASTING OF EUGENE, L.L.C., a Delaware limited
                    liability company

                    By:    /s/ Benjamin W. Tucker
                        --------------------------------------------------------
                        Benjamin W. Tucker, President

                                       5
<PAGE>

                    RETLAW BROADCASTING OF COLUMBUS, L.L.C., a Delaware limited
                    liability company

                    By:    /s/ Benjamin W. Tucker
                        --------------------------------------------------------
                        Benjamin W. Tucker, President


                    RETLAW BROADCASTING OF AUGUSTA, L.L.C., a Delaware limited
                    liability company

                    By:    /s/ Benjamin W. Tucker
                        --------------------------------------------------------
                        Benjamin W. Tucker, President

                                       6

<PAGE>

                                                                     EXHIBIT 2.3
                                AMENDMENT NO. 4

                                      To

                       ASSET PURCHASE AND SALE AGREEMENT

     This Amendment No. 4 to Asset Purchase and Sale Agreement (this
"Amendment") is made and entered into as of July 1, 1999, by and among Fisher
Companies Inc., a Washington corporation ("FCI"), Fisher Broadcasting Inc., a
Washington corporation ("FBI"), Fisher Broadcasting - Fresno, L.L.C., a Delaware
limited liability company ("Fisher - Fresno"), and Fisher Broadcasting -
Georgia, L.L.C., a Delaware limited liability company ("Fisher - Georgia")
(collectively, the "Purchaser"), and Retlaw Enterprises, Inc., a California
corporation ("REI"), 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., each a Delaware limited liability company (collective with
REI, the "Sellers").

                                   RECITALS

     WHEREAS, the Purchaser and the Sellers are parties to that certain Asset
Purchase and Sale Agreement dated as of November 18, 1998, as amended by
Amendment  No. 1 dated November 30, 1998, Amendment No. 2 dated December 7, 1998
and Amendment No. 3 dated June 30, 1999 (collectively, the "Purchase
Agreement"); and

     WHEREAS, the Purchase Agreement provides that Sellers retain all liability
for providing continuation coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985 ("COBRA") as Excluded Liabilities; and

     WHEREAS, as an accommodation to Sellers, Purchaser and Sellers desire to
further amend the Purchase Agreement to provide for COBRA coverage to be
provided by Purchaser, at the expense of Sellers, on the terms and subject to
the conditions set forth herein.

     NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

     Section 1.  Assumption of COBRA Obligation.  Notwithstanding the Purchase
                 ------------------------------
Agreement, Purchaser hereby agrees with Sellers as follows:

                                       1
<PAGE>

          a.        Purchaser shall assume, as of the Closing Date, Sellers'
obligations to provide COBRA continuation coverage for Covered Expenses incurred
on or after Closing to all Covered Persons.

          b.        Purchaser shall be obligated to administer all claims
submitted by Covered Persons arising from such COBRA continuation coverage
obligation in accordance with COBRA.

          c.        Purchaser acknowledges that, subject to the terms of this
Amendment and except as provided below, such COBRA coverage shall be deemed to
be an Assumed Liability under the Purchase Agreement.

          d.        Purchaser further acknowledges, subject to the terms of this
Amendment No. 4, that the following contracts shall be deemed to be Assumed
Contracts under the Purchase Agreement:

               (1)  Retlaw Enterprises, Inc. Group Medical Plan

               (2)  Sierra Health and Life Insurance Company, Inc. Stop Loss
          Policy No. 72360

               (3)  Contract Administration Agreement between Retlaw Enterprises
          and Harden & Company Insurance Services, Inc. dated January 1, 1999

          e.        Sellers agree to assign the Assumed Contracts set forth in
Section 2(d) above to Purchaser on Closing.

          f.        The following terms shall have the following meanings for
the purposes of this Amendment No. 4:

     "Covered Persons" means each current and former employee of Sellers, and
his or her covered dependents, to the extent that, as of any qualifying event,
such person is defined as a qualified beneficiary under COBRA, other than the
persons whose employment will continue with the non-broadcast business of REI.

     "Covered Expenses" means the actual paid claims of Covered Persons under
COBRA continuation coverage assumed by Purchaser pursuant to this Amendment No.
4 for each calendar year (or portion thereof) during which such persons are
Covered Persons less the aggregate premiums paid or payable by such Covered
Persons for such year (or portion thereof).

     Section 2.  Reimbursement by Sellers.  In consideration for Purchaser's
                 ------------------------
covenants contained herein, and subject to the terms of this Amendment, Sellers
hereby agree with Purchaser as follows:

                                       2
<PAGE>

          a.        REI shall pay Purchaser $500,000.00 on the Closing Date,
such payment to be made by reducing the Purchase Price to be paid by Purchaser
pursuant to Section 3.3(c) of the Purchase Agreement.

          b.        To the extent, and at such time, that the amount set forth
in paragraph (a) immediately above is insufficient to reimburse Purchaser for
its actual paid claims under COBRA continuation coverage assumed by Purchaser
pursuant to this Amendment, net of premiums collected with respect thereto (the
"Excess"), REI agrees, from time to time, to reimburse Purchaser for such Excess
within ten (10) days after written request for reimbursement by Purchaser
setting forth the amount of such Excess and a reasonable description thereof.
REI agrees that, in the event that it ceases to exist, by reason of liquidation
or merger, it shall cause its successor to succeed to its obligation under this
paragraph (b). The Excess, if any, shall be calculated on the basis of claims
actually paid, provided, if the aggregate stop loss limitation has been
exceeded, the Excess shall be calculated pro rata based on the ratio of claims
of Covered Persons to all claims

          c.        Sellers hereby represent and warrant that there will be no
Excess, with the intention that breach of such representation and warranty will
entitle Purchaser to indemnification in accordance with the provisions of
Article IX of the Purchase Agreement. Sellers further agree that the threshold
set forth in Section 9.6 of the Agreement shall not apply solely with respect to
claims for breach of the representation and warranty contained in this paragraph
(c).

  Section 3.   Miscellaneous.
               -------------

          a.        This Amendment is hereby incorporated into the Purchase
Agreement by reference and supersedes any provisions of the Purchase Agreement
that are contrary to this Amendment.

          b.        Except as modified by this and other amendments, the
Purchase Agreement remains in full force and effect.

          c.        The headings used in this Amendment have been inserted for
convenience of reference only and do not define or limit the provisions hereof.
This Amendment shall be governed by and construed in accordance with the Laws of
the State of Delaware applicable to a contract executed and performed in such
State, without giving effect to the conflicts of laws principles thereof.  This
Amendment may be executed in any number of counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
instrument.

          d.        Unless otherwise defined in this Amendment, all capitalized
terms used herein shall have the meanings respectively ascribed to them in the
Purchase Agreement.

                                       3
<PAGE>

          e.        This Amendment No. 4 shall survive until the expiration of
time for filing and the payment of all Covered Expenses and any Excess.

                    PURCHASER
                    ---------

                    FISHER COMPANIES INC., a Washington corporation

                    By:  /s/ William W. Krippaehne, Jr.
                       ---------------------------------------------------------
                       William W. Krippaehne, Jr., President and CEO


                    FISHER BROADCASTING INC., a Washington corporation

                    By:  /s/ Patrick M. Scott
                       ---------------------------------------------------------
                       Patrick M. Scott, President and CEO


                    FISHER BROADCASTING - FRESNO, L.L.C., a Delaware
                    limited liability company

                    By:  /s/ William W. Krippaehne, Jr.
                       ---------------------------------------------------------
                       William W. Krippaehne, Jr., Manager

                    By:  /s/ Patrick M. Scott
                       ---------------------------------------------------------
                       Patrick M. Scott, Manager


                    FISHER BROADCASTING - GEORGIA, L.L.C., a Delaware
                    limited liability company

                    By:  /s/ William W. Krippaehne, Jr.
                       ---------------------------------------------------------
                       William W. Krippaehne, Jr., Manager

                    By:  /s/ Patrick M. Scott
                       --------------------------------------------------------
                       Patrick M. Scott, Manager

                                       4
<PAGE>

                    SELLERS
                    -------

                    RETLAW ENTERPRISES, INC., a California corporation

                    By:  /s/ Benjamin W. Tucker
                       ---------------------------------------------------------
                        Benjamin W. Tucker, Vice President, Broadcasting


                    RETLAW BROADCASTING, L.L.C., a Delaware limited
                    liability company

                    By:  /s/ Benjamin W. Tucker
                       ---------------------------------------------------------
                       Benjamin W. Tucker, Vice President, Broadcasting


                    RETLAW BROADCASTING OF BOISE, L.L.C., a Delaware
                    limited liability company

                    By:  /s/ Benjamin W. Tucker
                       ---------------------------------------------------------
                       Benjamin W. Tucker, President


                    RETLAW BROADCASTING OF FRESNO, L.L.C., a
                    Delaware limited liability company

                    By:  /s/ Benjamin W. Tucker
                       ---------------------------------------------------------
                       Benjamin W. Tucker, President


                    RETLAW BROADCASTING OF IDAHO FALLS, L.L.C., a
                    Delaware limited liability company

                    By:  /s/ Benjamin W. Tucker
                       ---------------------------------------------------------
                        Benjamin W. Tucker, President

                                       5
<PAGE>

                    RETLAW BROADCASTING OF YAKIMA, L.L.C., a
                    Delaware limited liability company

                    By:  /s/ Benjamin W. Tucker
                       --------------------------------------------------------
                       Benjamin W. Tucker, President


                    RETLAW BROADCASTING OF EUGENE, L.L.C., a
                    Delaware limited liability company

                    By:  /s/ Benjamin W. Tucker
                       --------------------------------------------------------
                       Benjamin W. Tucker, President


                    RETLAW BROADCASTING OF COLUMBUS, L.L.C., a
                    Delaware limited liability company

                    By:  /s/ Benjamin W. Tucker
                      --------------------------------------------------------
                      Benjamin W. Tucker, President


                    RETLAW BROADCASTING OF AUGUSTA, L.L.C., a
                    Delaware limited liability company

                    By:  /s/ Benjamin W. Tucker
                       -------------------------------------------------------
                       Benjamin W. Tucker, President

                                       6

<PAGE>

                                                                    EXHIBIT 99.1

    FISHER COMPANIES INC. ACQUIRES THE ELEVEN TELEVISION STATIONS OF RETLAW
                              BROADCASTING L.L.C.

SEATTLE, WASHINGTON--July 2, 1999--Fisher Companies Inc. (FSCI) announced today
that the transaction to purchase the broadcasting assets of Retlaw Enterprises,
Inc. has been completed.  The acquisition was financed from proceeds of Senior
Credit Facilities with Bank of America National Trust and Savings Association as
administrative agent, and Credit Suisse First Boston as syndication agent.
Total consideration for the assets was $216.7 million, which included $7.6
million of working capital.

Expansion of television holdings from two to thirteen stations reflects Fisher's
plan to expand its presence and coverage in the eleven western states, and to
strengthen its position in the rapidly emerging digital information industry.
Patrick M. Scott, President and CEO of Fisher Broadcasting, views the
acquisition as a complement to the company's development of Fisher Plaza in
Seattle, new home of KOMO Television and the Fisher digital media management and
transmission hub for its television, radio, entertainment, and technology
divisions.

Commenting on the acquisition, Mr. Scott said, "This action takes us immediately
from a Seattle-Portland television broadcaster to a regional content and
communications provider.  In addition, with the completion of Fisher Plaza
scheduled for early 2000, plus our twenty-six radio stations, we have an
integrated network of programming and distribution assets which will help us
meet the growing demand for quality content.  Our growth will be achieved
through developing innovative distribution platforms, like these stations, that
take full advantage of our leadership role in content creation and applied
digital technologies."

Ben Tucker, formerly President of Retlaw Broadcasting, will join Fisher
Broadcasting as Senior Vice President of the newly formed Fisher Television
Regional Group where he will be accountable for managing the stations formerly
under Retlaw ownership.  Fisher Broadcasting television stations now include:
KOMO-TV, the ABC affiliate in Seattle, WA; KATU Television, the ABC affiliate in
Portland, OR; KJEO-TV, the CBS affiliate in Fresno-Visalia, CA; KIMA-TV, the CBS
affiliate in Yakima, WA and its satellites KEPR-TV, the CBS affiliate in Pasco,
WA and KLEW-TV, the CBS affiliate in Lewiston, ID; KIDK-TV, the CBS affiliate in
Idaho Falls, ID; KBCI-TV, the CBS affiliate in Boise, ID; KVAL-TV, the CBS
affiliate in Eugene, OR and its CBS-affiliated satellites, KCBY-TV in Coos Bay,
OR and KPIC-TV in Roseburg, OR; WFXG-TV, the Fox affiliate in Augusta, GA; and
WXTX-TV, the Fox affiliate in Columbus, GA.

In addition to its broadcasting business, Fisher Companies Inc. owns
subsidiaries in flour milling and food distribution (Fisher Mills), and
proprietary real estate development (Fisher Properties).


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