<PAGE>
- -------------------------------------------------------------------------------
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
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
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
FISHER COMPANIES INC.
---------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
---------------------------------------------------------------
(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:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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<PAGE>
[LOGO OF FISHER COMPANIES INC.]
FISHER COMPANIES INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 27, 2000
To the Shareholders of Fisher Companies Inc:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Fisher
Companies Inc. (the "Company") will be held at the United Artists 150 Theater,
2131 Sixth Avenue, Seattle, Washington, at 10:00 a.m., Thursday, April 27,
2000, for the purpose of considering and voting upon the following matters:
1. ELECTION OF DIRECTORS. To elect five (5) directors for a term of three
years or until their successors have been elected and qualified.
2. WHATEVER OTHER BUSINESS may properly come before the Annual Meeting or any
adjournments thereof.
The Board of Directors has established the close of business on March 10,
2000, as the record date for the determination of stockholders entitled to
receive notice of and to vote at the Annual Meeting.
Further information regarding voting rights and the business to be transacted
at the Annual Meeting is given in the accompanying Proxy Statement. Family
members are welcome to accompany you at the meeting.
March 31, 2000 BY ORDER OF THE BOARD OF DIRECTORS
/s/ David D. Hillard
David D. Hillard, Secretary
YOUR VOTE IS IMPORTANT
Whether or not you plan to attend the Annual Meeting, please sign and date
your Proxy and return it in the enclosed postage prepaid envelope. It is
important that your shares be represented and that a quorum is present. If
you attend the meeting in person, your Proxy may be revoked and you may
personally vote your shares even though you have previously returned your
Proxy.
<PAGE>
PROXY STATEMENT
FISHER COMPANIES INC.
600 University Street
Suite 1525
Seattle, Washington 98101
(206) 624-2752
This Proxy Statement and the accompanying form of Proxy are being sent to
shareholders of the Company on or about March 31, 2000 for use in connection
with the Annual Meeting of Shareholders of the Company to be held on April 27,
2000.
ABOUT THE ANNUAL MEETING
When and where is the meeting?
The Annual Meeting of Shareholders of Fisher Companies Inc. will be held at
10:00 a.m. on Thursday, April 27, 2000 at the United Artists 150 Theater, 2131
Sixth Avenue, Seattle, Washington.
What is the purpose of the meeting?
At the Annual Meeting, shareholders will act upon the matters outlined in the
accompanying notice of meeting, including the election of directors. In
addition, the Company's management will report on the performance of the
Company during 1999 and respond to questions from shareholders.
Who is entitled to vote?
Only shareholders of record at the close of business on the record date,
March 10, 2000, are entitled to receive notice of the Annual Meeting and to
vote the shares of common stock that they held on that date at the meeting, or
any postponement or adjournment of the meeting.
Who can attend the meeting?
All shareholders as of the record date, or their duly appointed proxies, may
attend the meeting. Family members are welcome to accompany you at the meeting.
Admission to the meeting will be by admission card only. If you hold your
shares in "street name" (that is, through a broker or other nominee), you may
request an admission card by writing or phoning the Company; you will need to
bring to the Annual Meeting a letter from the broker or other nominee
confirming your beneficial ownership.
What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of at least
a majority of the shares of common stock outstanding on the record date will
constitute a quorum, permitting the meeting to conduct its business. As of the
record date, 8,550,690 shares of common stock of the Company were outstanding.
Under the rules of the National Association of Securities Dealers, brokers
holding stock for the accounts of their clients who have not been given
specific voting instructions by their clients as to the election of directors
may vote their clients' proxies in their own discretion with respect to such
proposals. Accordingly, there can not be any broker nonvotes on these matters.
1
<PAGE>
How do I vote?
If you complete and properly sign the accompanying proxy card and return it
to the Company, it will be voted as you have directed. If you are a registered
shareholder and attend the Annual Meeting, you may deliver your completed proxy
card in person. "Street name" shareholders who wish to vote at the meeting will
need to obtain a proxy form from the institution that holds their shares.
Can I change my vote after I return my proxy card?
After you have submitted your proxy, you may change your vote at any time
before the proxy is exercised by submitting to the Secretary of the Company
either a notice of revocation or a duly executed proxy bearing a later date.
The powers of the proxy holders will be suspended if you attend the meeting in
person and so request, although attendance at the meeting will not by itself
revoke a previously granted proxy.
What are the board's recommendations?
Unless you give other instructions on your proxy card, the persons named as
proxy holders on the proxy card will vote in accordance with the
recommendations of the Board of Directors. The Board of Directors recommends a
vote FOR the nominees to be elected as directors as set forth in this Proxy
Statement.
With respect to any other matter that properly comes before the meeting, the
proxy holders will vote as recommended by the Board of Directors or, if no
recommendation is given, in their own discretion.
What vote is required to approve each item?
Election Of Directors. Directors will be elected by a plurality of the votes
cast at the Annual Meeting by Company shareholders present in person or by
proxy and entitled to vote. Shareholders have one vote for each share of
Company common stock held except for the election of directors, in which case a
shareholder may either (i) cumulate his or her shares and give one nominee (or
divide among less than all nominees) as many votes as the number of shares that
such shareholder holds, multiplied by the number of nominees; or (ii) vote his
or her shares, multiplied by the number of nominees, equally among the nominees
for election. A properly executed proxy marked "WITHHOLD AUTHORITY" with
respect to the election of one or more directors will not be voted with respect
to the director or directors indicated, although it will be counted for
purposes of determining whether there is a quorum.
Other Items. For each other item, the affirmative vote of the holders of a
majority of the shares represented in person or by proxy and entitled to vote
on the item will be required for approval. Abstentions with respect to any such
matter will not be voted, although they will be counted for purposes of
determining whether there is a quorum. Accordingly, an abstention will have the
effect of a negative vote.
If you hold your shares in "street name" through a broker or other nominee,
your broker or nominee may not be permitted to exercise voting discretion with
respect to some of the matters to be acted upon. Thus, if you do not give your
broker or nominee specific instructions, your shares may not be voted on those
matters and will not be counted in determining the number of shares necessary
for approval.
2
<PAGE>
Who will bear the cost of soliciting votes for the meeting?
The enclosed Proxy is solicited by and on behalf of the Board of Directors of
the Company, with the cost of solicitation borne by the Company. Solicitation
may be made by directors and officers of the Company, by use of the mails, or
by telephone, facsimile and personal interview. The Company does not expect to
pay any compensation for the solicitation of proxies, except to brokers,
nominees and similar recordholders for reasonable expenses in mailing proxy
materials to beneficial owners.
BUSINESS OF THE MEETING
There is one matter being presented for consideration by the shareholders at
the Annual Meeting.
Proposal No. 1--Election of Directors
General
The Company's Restated Articles of Incorporation ("Articles") provide that
the number of directors must fall within a range of 9 and 19, the exact number
to be determined pursuant to the Company's Bylaws. The Bylaws currently provide
that the Board will consist of 14 directors. The number of directors may be
changed by amending the Bylaws. The Articles also provide that the Board of
Directors may fill vacancies created on the Board, provided that the number of
directors shall at no time exceed 19.
Directors are elected for terms of three years and until their successors
have been elected and qualified. The Company's Articles and Bylaws require that
the terms of the directors be staggered such that approximately one-third of
the directors is elected each year.
In accordance with the above, the Board of Directors has nominated James W.
Cannon, George D. Fisher, Phelps K. Fisher, William O. Fisher, and Robin J.
Campbell Knepper for election as directors for three-year terms to expire in
the year 2003. All five nominees are presently directors of the Company. If
Messrs. James W. Cannon, George D. Fisher, Phelps K. Fisher, William O. Fisher
or Mrs. Knepper should refuse or be unable to serve, your Proxy will be voted
for such person as shall be designated by the Board of Directors to replace any
such nominee. The Board of Directors presently has no knowledge that any of the
nominees will refuse or be unable to serve.
The Board Of Directors Recommends That You Vote
FOR The Nominees To Be Elected As Directors
3
<PAGE>
INFORMATION WITH RESPECT TO NOMINEES AND
DIRECTORS WHOSE TERMS CONTINUE
The following tables set forth certain information with respect to nominees
for director and for directors whose terms continue. The table below includes
(i) the age of each director as of December 31, 1999, (ii) principal occupation
of each director during the past five years and (iii) the year first elected or
appointed a director.
<TABLE>
<CAPTION>
Principal Occupation Of Director Director
Name and Age During Last Five Years Since:
- ----------------------- --------------------------------------------- --------
NOMINEES FOR DIRECTOR FOR THREE YEAR TERM EXPIRING 2003
<S> <C> <C>
James W. Cannon, 72 Retired Executive Vice President, 1993
SAFECO Corporation and President
of its Property and Casualty Insurance
Companies
George D. Fisher, 51 Vice President and Secretary, 1996
Hunting, Fisher & Co. P.S., C.P.A.s
Phelps K. Fisher, 65 Retired Executive Vice President -- 1979
Marketing, Fisher Broadcasting Inc.
William O. Fisher, 49 Partner, Pillsbury, Madison & Sutro LLP 1993
Robin J. Campbell Owner of jewelry design and appraisal 1996
Knepper, 54 business (Retired 1999)
CONTINUING DIRECTORS WITH TERM EXPIRING IN 2001
Carol H. Fratt, 55 Landscape design and community affairs 1993
Donald G. Graham, Jr., Chairman of the Board; retired 1972
76 Chairman & CEO of the Corporation
Donald G. Graham, III, Commercial photography 1993
45
William W. Krippaehne, President & CEO of the Corporation; 1982
Jr., 49 Chairman of the Board, Fisher Properties Inc.
John D. Mangels, 74 Retired Chairman & CEO, 1990
Security Pacific Bancorporation Northwest
& Security Pacific Bank Washington
CONTINUING DIRECTORS WITH TERM EXPIRING 2002
Jean F. McTavish, 77 Community affairs, including Totem Girl 1979
Scout Council; Children's Hospital & Medical
Center; and League for Deaf and Hard of
Hearing Children
Jacklyn F. Meurk, 78 Community and business affairs, including 1973
Virginia Mason Medical Center Boards
George F. Warren, Jr., Business affairs and land development 1999
65
William W. Warren, Jr., Professor of Physics; director, W. M. Keck 1992
61 Nuclear Magnetic Resonance Laboratory,
Oregon State University
</TABLE>
4
<PAGE>
INFORMATION REGARDING THE BOARD OF DIRECTORS
AND ITS COMMITTEES
The following sets forth information concerning the Board of Directors and
Committees of the Company during the fiscal year ended 1999.
How Often Did the Board Meet during 1999?
The Company held five Board meetings in 1999. Each director attended at least
75 percent of the aggregate of (i) the total number of meetings of the Board of
Directors, and (ii) the total number of meetings held by all committees on
which he or she served.
What Committees Has the Board Established?
The standing committees of the Board of Directors of the Company are the
Executive Committee, the Audit Committee, the Compensation Committee, and the
Nominating Committee. The Company also has a Stock Purchase Committee, although
such committee does not currently meet regularly.
The Executive Committee has authority to exercise all of the authority of the
Board of Directors, as permitted under Washington law. Additionally, the
Executive Committee has the power and duty to vote the stock of all
subsidiaries of the Company and to make all decisions and determinations with
respect to such subsidiaries. The Committee held one meeting during the year.
For fiscal year 1999 members of the Executive Committee consisted of Messrs. P.
Fisher, D. Graham, Jr. and Krippaehne, Ms. McTavish and Ms. Meurk.
The Audit Committee reviews the Company's audit plan, the scope of activities
of the Company's independent accountants, the results of the audit after
completion, and the fees for related services performed during the year. The
Audit Committee also recommends to the Board of Directors the firm to be
appointed as independent accountants. At times, the Audit Committee meets with
representatives of the Company's independent accountants without any officers
or employees of the Company present. The Committee held three meetings during
the year. For fiscal year 1999 members of the Audit Committee consisted of
Messrs. D. Graham, Jr., Mangels and W. Warren, Jr., Ms. McTavish and Ms. Meurk.
The Compensation Committee reviews and approves, in advance, the Company's
retirement and benefit plans, determines the compensation of officers of the
Company and in certain circumstances, key management employees of the
subsidiaries, and authorizes and approves bonus and incentive programs for
executive personnel. The Compensation Committee also reviews and recommends
changes in compensation for members of the Board of Directors and its Chairman,
and administers the Fisher Companies Incentive Plan of 1995. The Committee held
four meetings during the year. For fiscal year 1999 members of the Compensation
Committee consisted of Messrs. Cannon, D. Graham, Jr., Mangels, and, effective
October 1, P. Fisher.
The Nominating Committee considers and recommends to the Board of Directors
nominees for possible election to the Board of Directors and considers other
matters pertaining to the size and composition of the Board of Directors and
its Committees. The Committee had one meeting during 1999. For fiscal year 1999
members of the Nominating Committee consisted of Messrs. G. Fisher, P. Fisher,
D. Graham, Jr., W. Warren, Jr., Ms. McTavish and Ms. Meurk.
5
<PAGE>
How Are Directors Compensated?
The Board of Directors of the Company is comprised of 14 directors, one of
whom is a salaried employee of the Company. Mr. P. Fisher was an employee of a
subsidiary until his retirement on September 30, 1999 and received an aggregate
salary of $154,000, including a cash bonus paid in 2000. The members of the
Company's Board of Directors who are not officers of the Company, or its
subsidiaries, receive an annual retainer of $16,000. The Chairman of the Board
of Directors receives a total annual retainer of $55,000. In addition, every
director receives a fee of $1,000 for each Board of Directors or Committee
meeting attended. The Company also pays the Chairmen of the Audit Committee and
the Compensation Committee an additional annual retainer of $4,000. Directors
are reimbursed for travel expenses incurred, and receive a per diem payment of
$200, in connection with travel to and from Board of Directors or Committee
meetings. Certain members of the Company's Board of Directors are also
directors of one or more of the Company's subsidiaries. In addition to fees
paid by the Company, a director who served on all subsidiary boards and
committees received fees totaling $29,600 in 1999.
EXECUTIVE OFFICERS OF THE COMPANY
The following sets forth information concerning executive officers of the
Company and their ages on December 31, 1999.
<TABLE>
<CAPTION>
Officer
Name and Age Position and Term of Officer Since:
- ----------------------- --------------------------------------------- -------
<S> <C> <C>
William W. Krippaehne, President and CEO 1982
Jr., 49
Glen P. Christofferson, Vice President and Controller 1992
40
David D. Hillard, 57 Senior Vice-President, Chief Financial 1979
Officer and Secretary
Warren J. Spector, 41 Executive Vice President and Chief Operating 1999
Officer
Patrick M. Scott, 56 President and CEO of Fisher Broadcasting Inc. 1982
R. Bryce Seidl, 53 President and CEO of Fisher Mills Inc. 1998
Mark A. Weed, 52 President and CEO of Fisher Properties Inc. 1987
</TABLE>
6
<PAGE>
EXECUTIVE COMPENSATION
The following information is provided regarding the compensation paid by the
Company or its subsidiaries, as the case may be, to the Chief Executive Officer
of the Company, and the four most highly compensated executive officers who
served as executive officers of the Company or its subsidiaries during, or at
the end of, fiscal year 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------- ------------------------------------
Other Annual Restricted Securities
Compensation Stock underlying All other
Name and Position Year Salary Bonus(1) (2)(3) Awards(4) options(5) Compensation(6)
- ------------------------ ---- -------- -------- ------------ ---------- ---------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
William W. Krippaehne, 1999 $510,000 $400,000 $4,587 $ -- 23,500 $4,800
Jr. 1998 451,667 325,000 4,410 69,300 18,000 4,800
President and CEO 1997 426,667 305,000 3,810 85,150 14,400 4,800
Patrick M. Scott 1999 $436,875 $180,000 $3,851 $ -- 19,700 $4,800
President and CEO, 1998 405,833 155,000 3,787 50,400 11,600 4,800
Fisher Broadcasting 1997 391,250 215,000 2,207 78,600 13,000 4,800
Inc.
Mark A. Weed 1999 $223,750 $110,000 $ 972 $ -- 6,000 $4,800
President and CEO, 1998 210,833 95,000 1,115 -- 6,000 4,800
Fisher Properties Inc. 1997 201,667 75,000 867 26,200 4,500 4,800
David D. Hillard 1999 $209,583 $ 85,000 $ 844 $ -- 5,450 $4,800
Senior Vice President, 1998 186,667 75,000 820 12,600 2,700 4,800
Chief Financial Officer 1997 167,667 65,000 715 14,410 2,400 4,800
R. Bryce Seidl(7) 1999 $202,502 $ 75,000 -- -- 5,000 --
President and CEO, 1998 34,746 -- -- -- -- --
Fisher Mills Inc. 1997 -- -- -- -- --
</TABLE>
- ---------------------
(1) Includes bonuses paid during the subsequent year but attributable to the
year indicated.
(2) Does not include amounts attributable to miscellaneous benefits received
by executive officers, including an automobile allowance and the payment
of certain club dues. In the opinion of management, the costs to the
Company of providing such benefits to any individual executive officer
during the years ended December 31, 1999, 1998, or 1997 did not exceed the
lesser of $50,000 or 10% of the total annual salary and bonuses reported
for the individual.
(3) This column reflects dividends paid on stock rights awarded under the 1995
Plan. See footnote (4) below.
(4) Amounts shown are restricted stock awards made to Messrs. Krippaehne,
Scott, Weed, and Hillard for performance in the fiscal year 1998 pursuant
to the Fisher Companies Incentive Plan of 1995. Such awards were made on
March 3, 1999 and are valued at a per share price of $63.00. No awards
were made for 1999 performance. The aggregate market value of unvested
restricted stock rights held by such individuals on December 31, 1999
total $271,600, $224,900, $53,100, $49,800, and $0 respectively. The 1995
Plan provides for the annual payment of additional compensation to persons
holding restricted stock rights in an amount equal to any dividend that
would have been payable to the holder of such rights if the holder had
owned the stock subject to such rights.
(5) The information for 1999 in this column reflects the number of shares of
Company common stock issuable upon exercise of stock options that were
granted on March 8, 2000 for the fiscal year 1999, pursuant to 1995 Plan.
(6) This column reflects Company contributions during 1999 to the Fisher
Broadcasting 401(k) Retirement Plan or the Fisher 401(k) Retirement Plan.
(7) Mr. Seidl was employed by Fisher Mills Inc. on October 12, 1998 and was
elected President and CEO on December 4, 1998.
7
<PAGE>
Stock Options
Option Grants. The following table sets forth stock options granted during
1999 to the executive officers named in the "Summary Compensation Table" above,
pursuant to the 1995 Plan. All such stock options were granted on March 3,
1999, other than the options granted to Mr. Seidl, which were granted on March
8, 2000 for the fiscal year 1999.
<TABLE>
<CAPTION>
Individual Grants
- -----------------------------------------------------------------------
Percent of Potential
Total Realizable Value at
Number of Options Assumed Annual
Securities Granted to Rates of Stock
Underlying Employees Price Appreciation
Options in Fiscal Exercise Expiration for Option Term(3)
Name Granted(1) Year Price($/Sh)(2) Date 5% 10%
- ---------------------- ---------- ---------- -------------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
William W. Krippaehne, 18,000 28% $63.00 3/4/09 $570,533 $1,445,843
Jr.
Patrick M. Scott 11,600 18% $63.00 3/4/09 $515,065 $1,305,275
Mark A. Weed 6,000 9% $63.00 3/4/09 $178,292 $ 451,826
David D. Hillard 2,700 4% $63.00 3/4/09 $ 95,089 $ 240,974
R. Bryce Seidl 5,000 4% $59.88 3/8/10 $182,002 $ 461,229
</TABLE>
Option/SAR Grants in Fiscal Year 1999
- ---------------------
(1) The options are non-qualified stock options and become exercisable in five
equal annual installments beginning March 15, 2000 (March 15, 2001, in the
case of Mr. Seidl).
(2) The per-share option exercise price represents the fair market value of
the Company's Common Stock at the date of grant, based on the average of
the high and low price of such Common Stock on such date.
(3) The dollar amounts under these columns result from calculations at 5% and
10% assumed appreciation rates and, therefore, are not intended to
forecast possible future appreciation, if any, of the price of Company
common stock.
Option Exercises. The following table sets forth certain information
concerning exercises of stock options pursuant to stock option plans by the
named executive officers during the year ended December 31, 1999 and stock
options held at year end.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Unexercised Value of In-the-Money
Shares Securities Underlying Unexercised Options at
Acquired Options at Year End Year End (1)
on Value ------------------------- -------------------------
Name Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
- ---------------------- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William W. Krippaehne, 0 $ 0 16,400 43,200 $217,840 $165,060
Jr.
Patrick M. Scott 0 $ 0 13,960 33,340 $186,790 $140,535
Mark A. Weed 0 $ 0 4,104 13,106 $ 45,207 $ 35,961
David D. Hillard 0 $ 0 1,624 4,688 $ 4,862 $ 7,293
R. Bryce Seidl (2) -- -- -- -- -- --
</TABLE>
8
<PAGE>
- ---------------------
(1) On December 31, 1999, the closing price of the Company common stock was
$61.75. For purposes of the foregoing table, stock options with an
exercise price less than that amount are considered to be "in-the-money"
and are considered to have a value equal to the difference between this
amount and the exercise price of the stock option multiplied by the number
of shares covered by the stock option.
(2) Mr. Seidl was granted 5,000 options at an exercise price of $59.88 on
March 8, 2000 and therefore had no in-the-money options on December 31,
1999.
Fisher Companies Incentive Plan of 1995
The 1995 Plan was adopted by the Company and approved by the shareholders,
effective April 27, 1995 and will continue through April 27, 2002.
Purpose of the Plan. The purpose of the 1995 Plan is to provide selected
eligible key employees of the Company and its subsidiaries with an inducement
to remain in the employ of the Company and to participate in the ownership of
the Company and to provide them with additional incentive to advance the
interests of the Company and increase the value of the Company's common stock.
The 1995 Plan is not subject to the Employment Retirement Income Security Act
of 1974, as amended, and is not a qualified plan under Section 401 of the
Internal Revenue Code of 1986, as amended.
The 1995 Plan authorizes the grant of (i) incentive stock options, (ii) non-
statutory stock options, (iii) restricted stock rights and (iv) performance
stock rights. A maximum of 560,000 shares of Company common stock are available
for issuance under the Plan.
Eligibility. Participation in the 1995 Plan is limited to salaried key
management employees of the Company and its subsidiaries (including officers
and directors who are also salaried employees) who, in the judgment of the
committee appointed by the Board of Directors that administers the Plan, will
perform services of special importance in the management, operation and
development of the business of the Company and its subsidiaries. The Committee
consists of not less than three members of the Board, all of whom are non-
employee directors.
Vesting Schedule. The restricted stock awards and stock options vest pursuant
to a schedule determined by the Committee. Stock options are awarded at the
fair market value of Company common stock on the grant date and typically vest
in 20% increments on each of five annual target dates designated in the written
agreement granting such awards and options, conditioned on the continued
employment of the awardee through such target dates. The 1995 Plan provides for
the annual payment of additional compensation to persons holding restricted
stock rights, whether or not vested, in an amount equal to any dividend that
would have been payable to the holder of such rights if the holder had owned
the stock subject to such rights.
Retirement Plans
Fisher Broadcasting Inc. Retirement Plan. Mr. Patrick M. Scott, one of the
named executive officers, is covered by the Fisher Broadcasting Inc. Retirement
Plan (the "Fisher Broadcasting Pension Plan"), which is a funded, qualified,
non-contributory, defined benefit plan that covers employees of Fisher
Broadcasting. The Fisher Broadcasting Pension Plan provides benefits based on
the participant's highest 3-year annual average salary and the participant's
length of service. The amounts payable under the Fisher Broadcasting Pension
Plan are in addition to any Social Security
9
<PAGE>
benefit to be received by a participant. The Fisher Broadcasting Pension Plan
benefit vests 20% after 3 years of service with Fisher Broadcasting, and an
additional 20% for each year of service thereafter until 7 years of service,
when the benefits are 100% vested. As of December 31, 1999, Mr. Scott had 31
years of credited service under the terms of the Fisher Broadcasting Pension
Plan.
The amount of retirement benefits payable to Mr. Scott will be determined
pursuant to the supplemental retirement plan in which he participates. Because
the Fisher Broadcasting Pension Plan is a qualified pension plan, the amount of
covered compensation thereunder was limited by applicable tax laws to $160,000
per year in 1999. Retirement benefits payable to Mr. Scott under the Fisher
Broadcasting Pension Plan will constitute a portion of the total retirement
benefits payable to him under the supplemental pension plan in which he
participates; such percentage will vary depending on subsequent changes to the
limitations imposed by tax laws and actual years of service, but will not
affect the total retirement benefits due him under the supplemental pension
plan. The supplemental pension plan in which Mr. Scott participates is
described below.
Fisher Mills Inc. Retirement Plan. All named executive officers except Mr.
Scott are covered by the Retirement Plan for Certain Employees of Fisher Mills
Inc. (the "Retirement Plan"). The Retirement Plan is a funded, qualified, non-
contributory defined benefit plan that covers all employees of the Company,
Fisher Properties Inc. ("FPI") and Fisher Mills Inc. ("FMI"). The Retirement
Plan provides benefits based on a participant's length of service. The amounts
payable under the Retirement Plan are in addition to any Social Security
benefit to be received by a participant. The Retirement Plan benefit vests 100%
upon completion of five years of service with the Company, FPI, or FMI, as the
case may be. As of December 31, 1999, the following named executive officers
have the following years of credited service under the terms of the Retirement
Plan: Mr. Krippaehne, 18 years; Mr. Weed, 12 years; Mr. Hillard, 21 years; and
Mr. Seidl 1 year.
Supplemental Retirement Plans. The Company and its subsidiaries have
supplemental retirement plans ("SRPs") for certain executive and management
personnel of the Company, Fisher Broadcasting, FPI and FMI. The SRPs are non-
funded, non-qualified, non-contributory defined benefit plans. The SRPs do not
require funding, but generally the companies have acquired annuity contracts
and life insurance on the lives of the individual participants to assist in
payment of retirement benefits. The companies are the owners and beneficiaries
of such policies. The SRPs require continued employment through the date of
expected retirement. The SRPs provide that the SRP benefits, together with all
other pension and retirement benefits provided by the employing entity,
including an amount equal to one-half of the participant's Social Security
benefits, will represent a specified percentage (between 50% and 70%) of the
participant's average annual compensation. "Average annual compensation" for
purposes of the SRPs is determined by averaging the participant's base salary
over a period of the three consecutive years that will provide the highest
average. The SRPs provide for payment of accrued benefits in the event of
involuntary termination prior to age 65, and for death or disability benefits
in the event of death or permanent disability prior to age 65. Each of Messrs.
Krippaehne, Scott, Weed, and Hillard is a participant in a SRP.
Fisher Broadcasting 401(k) Retirement Plan. Fisher Broadcasting has
established a 401(k) Retirement Plan (the "Fisher Broadcasting 401(k) Plan") to
provide a savings incentive for employees. The Fisher Broadcasting 401(k) Plan
involves a contribution by Fisher Broadcasting, matching participant
contributions on a dollar-for-dollar basis up to a maximum of 3% of participant
compensation. Fisher Broadcasting contributions to the Fisher Broadcasting
401(k) Plan vest at the
10
<PAGE>
rate of 20% per year of service, commencing with the third year of completed
service. Employees who have completed at least one year of service with Fisher
Broadcasting, including Mr. Patrick M. Scott, are eligible to participate in
the Fisher Broadcasting 401(k) Plan.
A plan entitled Fisher 401(k) Retirement Plan (the "Fisher 401(k) Plan") has
been established for employees of the Company, FMI, and FPI. The Fisher 401(k)
Plan has the same levels of employer contributions, vesting schedule, and
standards of eligibility as the Fisher Broadcasting 401(k) Plan described
above. Messrs. Krippaehne, Weed, and Hillard are eligible to participate in the
Fisher 401(k) Plan.
Effective January 1, 2000, the Fisher Broadcasting 401(k) Plan was merged
into the Fisher 401(k) Plan. Also effective January 1, 2000 the eligibility
requirement was amended to include full-time and regular part-time employees of
the Company, Fisher Broadcasting, FMI and FPI 18 years or older immediately
upon hire. Employer contributions to the Fisher 401(k) Plan vest at the rate of
20% per year of service, commencing with the first year. Messrs. Krippaehne,
Scott, Weed, Hillard, and Seidl are eligible to participate in the amended
Fisher 401(k) Plan.
REPORT ON EXECUTIVE COMPENSATION
During 1999, three outside directors of the Company, none of whom is an
employee of the Company and all of whom qualify as "non-employee directors" for
purposes of administering the Company's stock incentive program under Section
16 of the Exchange Act, comprised the Compensation Committee of the Board of
Directors (the "Committee"). Mr. Phelps K. Fisher became a member of the
Committee on October 1, subsequent to his retirement as an officer of the
Company's broadcasting subsidiary.
The Company's broadcasting, milling and real estate subsidiaries each have a
compensation committee. As stated below, certain actions taken by the
subsidiaries' compensation committees are subject to review and approval of the
Compensation Committee of the Company.
The Committee is responsible for: (i) reviewing and establishing the salary
of officers and selected other key management employees of the Company, as well
as reviewing and considering for approval, prior to their effective date, the
salaries of key management employees of subsidiaries set by the subsidiaries'
Compensation Committees, where a salary exceeds an amount set from time to time
by the Committee; (ii) reviewing and establishing all cash bonuses under and
pursuant to the Fisher Companies Management Incentive Plan, as well as
reviewing and considering for approval, prior to their effective date, bonuses
established under and pursuant to Management Incentive Plans of subsidiaries;
(iii) reviewing and recommending changes in compensation for members of the
Company's Board of Directors and its Chairman; (iv) administering the Fisher
Companies Incentive Plan of 1995 and reviewing and establishing all stock
options and stock rights to be granted to officers and selected other key
management employees of the Company and its subsidiaries; (v) authorizing the
enrollment of selected management employees of the Company as new participants
in the Supplemental Pension Plan; and (vi) recommending to the Board any
additional compensation or employee benefit programs of a substantial nature
and changes to existing programs of the Company or its subsidiaries. The
members of the Committee, which met four times during 1999, are James W.
Cannon, Chair, Donald G. Graham, Jr., and John D. Mangels. Mr. Phelps K. Fisher
became a member of the Committee on October 1, subsequent to his retirement as
an officer of the Company's broadcasting subsidiary.
11
<PAGE>
Approach to Compensation
Under the supervision of the compensation committees, the Company has
designed its executive pay programs to: (i) attract and retain high-caliber
personnel on a long-term basis; (ii) encourage the creation of shareholder
value; (iii) link compensation to business results and shareholder returns over
time; and (iv) maintain an appropriate balance between base salary and short-
and long-term incentive opportunities.
Elements of Compensation
The Company's executive compensation program is comprised of three main
components: (i) base salaries; (ii) annual cash bonuses to focus maximum effort
on achieving profitability, operating accountabilities, and personal growth;
and (iii) long-term incentives in the form of stock options and stock rights to
focus efforts on achieving long-term growth in shareholder value.
The Committee believes that this three-part approach serves the interests of
the Company and its shareholders. It enables the Company to meet the
requirements of the highly competitive environment in which the Company
operates while ensuring that executive officers are compensated in a way that
advances both the short- and long-term interests of shareholders. Under this
approach, compensation for these officers involves a high proportion of pay
that is "at risk"--namely, the annual bonus and stock incentives. Annual cash
bonuses permit individual performance to be recognized on an annual basis, and
are based, in significant part, on an evaluation of the contribution made by
the officer to Company performance. Stock options and stock rights cause a
significant portion of long-term remuneration to be directly related to stock
price performance.
Base Salaries. Base salaries are compared with independent salary surveys,
and consultants are utilized on a regular basis to assure that overall
compensation is competitive with compensation offered by similar companies. The
most recent survey compared the Company's overall compensation with overall
compensation of companies representing each business segment in which the
Company competes for executive talent and included 299 companies in the
corporate segment and 52 from broadcasting, 137 from milling and 37 from real
estate segments.
The base salaries of the Company's executive officers and the Chief Executive
Officer were determined to be competitive with salaries paid by the surveyed
companies.
Annual Cash Bonuses. Annual cash bonuses may be awarded to executives and key
management employees as provided by Management Incentive Plans designed to
reward the achievement of high performance standards. Annual cash bonuses may
range up to 67.5% of an executive's base salary with 40% of each bonus based on
operating performance. The balance of each bonus is based upon the attainment
of one or more individual performance goals which will be: (i) objective and
measurable; (ii) directly linked to the annual budget or business plan; and
(iii) related to the accomplishment of milestones on a long-term project. The
calculation of each bonus takes into account both the level of achievement and
the importance of each goal. The achievement of each goal is determined
separately, and no bonus for a specific goal is paid unless at least 90% of
that goal is achieved. The amounts of bonuses earned in 1999, to be paid in
2000, reflect the fact that the broadcasting subsidiary achieved at least 90%
of its 1999 profit goal and the real estate subsidiary exceeded 100% of its
1999 profit goal.
The milling subsidiary's Management Incentive Plan was suspended during 1999,
in view of operating conditions and results. Cash bonus awards, if any, were
determined by the Committee based on merit or contract on a case-by-case basis.
12
<PAGE>
Long-term Incentive Program. In 1995 the Company's shareholders approved the
1995 Plan, a stock incentive program that has been an element of executive
compensation since its approval. The purpose of the Plan is to provide selected
key management employees of the Company or its subsidiaries with an inducement
to remain in the employ of the Company and to participate in the ownership of
the Company and with added incentive to advance the interests of the Company
and increase the value of the Company's common stock.
Under the Plan, the Committee in its sole discretion may grant stock options,
performance stock rights, and restricted stock rights ("RSRs") in amounts and
on terms consistent with the Plan. During 2000 the Committee made awards of
stock options and RSRs.
Grants of stock options and RSRs are made on an individual basis. The
Committee bases each grant on the individual's responsibilities, potential for
advancement, current salary, previous grants, the current price of Company
common stock, the performance of Company common stock over time and, for all
individuals other than the Chief Executive Officer, the recommendation of the
Chief Executive Officer. The Committee considers previous grants as well as the
different nature of stock options and RSRs in making awards.
Stock options are awarded at the fair market value of Company common stock on
the grant date and typically vest in 20% increments on the first, second,
third, fourth and fifth anniversary of the grant date. The Committee has never
rescinded an outstanding option and reissued it at a lower exercise price.
RSRs entitle the holder to receive a specified number of shares of Company
common stock or cash equal to the fair market value of such shares on the
vesting date. RSRs typically vest and are settled in 20% increments on the
first, second, third, fourth and fifth anniversary of the grant date. Holders
of RSRs are paid amounts equivalent to the dividends that would have been paid
on the same number of shares of Company common stock until the shares become
vested.
At December 31, 1999, there were 35 participants in the Plan; outstanding
options to purchase an aggregate of 235,568 shares of Company common stock; and
outstanding RSRs entitling the holders to receive an aggregate of 19,473 shares
of Company common stock. 284,054 shares of Company common stock remain
available for future options and RSRs.
Retirement Program. The Company's retirement program includes four basic tax-
qualified plans: The Fisher Broadcasting Inc. Retirement Plan and the Fisher
Broadcasting 401(k) Plan which are available to eligible employees of Fisher
Broadcasting Inc., and the Retirement Plan for Certain Employees of Fisher
Mills Inc. and the Fisher 401(k) Retirement Plan which are available to
eligible employees of the Company, Fisher Mills Inc. and Fisher Properties Inc.
In addition, the Company and its subsidiaries have supplemental retirement
plans ("SRPs") for certain executive and management personnel of the Company,
Fisher Broadcasting Inc., Fisher Mills Inc. and Fisher Properties Inc. to
provide for benefits which cannot be included in the tax-qualified plans. These
plans are described in more detail elsewhere in this Proxy Statement.
Other Employee Benefits. The Company and its subsidiaries offer other benefit
plans, e.g., vacation; sick leave; and medical, disability, life and accident
insurance, to all employees. Retiree medical benefits are offered to all
employees of the Company, Fisher Mills Inc. and Fisher Properties Inc. In
addition, certain benefits, e.g., auto allowances and club dues, are provided
to some executives, including the Named Executive Officers.
13
<PAGE>
Considerations in Connection with Compensation Levels
Company Performance
The directors regularly review the Company's performance and the achievement
of shareholder value. This includes review of customary financial measures with
respect to the Company, e.g., the Company common stock price and the common
stock prices of comparable companies, the revenue and profit growth of the
Company's operating subsidiaries, and financial strength and management of
financial resources.
Individual Performance
In connection with compensation for individual executive officers, the
Committee consulted with the Chief Executive Officer in evaluating each
individual's leadership and managerial abilities, achievement of business unit
and corporate objectives, potential for advancement or promotion and the
relative value of the individual's performance in the overall achievement of
the Company's objectives. In addition, in connection with the award of a stock
option or RSR, the Committee considered the amount and terms of any previous
award and the current price of the Company common stock.
The Committee also reviewed information regarding compensation practices and
levels of competitors of the Company and its operating subsidiaries as well as
non-competing companies of a similar size to the Company and its operating
subsidiaries as compiled by an independent consulting firm or collected by the
Company.
The Committee believes that the approach to compensation which it has adopted
achieves the general purposes of the Company's compensation objectives.
Chief Executive Officer's Compensation
The Chief Executive Officer's compensation is based on an evaluation of
several performance factors. Where possible, objective measurements are used
with heavy emphasis on the Company's financial results. In addition, a number
of subjective evaluations of performance are used including, but not limited
to, general leadership qualities, effective management of the Company's human
resources, the ability to anticipate and prepare for future opportunities and
problems and the ability to maintain and augment the perception of the Company
as a good corporate citizen in the communities in which it conducts business.
These evaluations and independent survey data are used to establish the total
compensation to be paid to the Company's Chief Executive. Once total
compensation has been determined, it is divided into the same component parts
(base salary, cash bonus, stock options and rights) and in approximately the
same proportion as for the other management employees participating in the
Company's executive compensation programs.
The amount of bonus earned in 1999, to be paid in 2000, recognizes the fact
that two subsidiaries achieved at least 90% of their profit goals for 1999. In
addition to the achievement of profit goals, the determination of the amount of
bonus to be paid included a careful evaluation of performance in several other
areas, including: (i) the successful acquisition of additional businesses which
have potential for long-term increase in shareholder value, (ii) effective
management of the
14
<PAGE>
Company's financial resources, (iii) strong strategic leadership in technology
areas vital to the Company's long-term success in the information and
communications business, and (iv) effective development and management of the
Company's human resources.
Additional Information
The tables under "Compensation of Named Executive Officers" accompany this
report and reflect the decisions covered by the foregoing discussion.
Section 162(m) of the Internal Revenue Code (the "Code"), enacted in 1993,
generally disallows a tax deduction to public companies for compensation over
$1 million paid to the Company's executive officers. The Company may pay
compensation that exceeds this amount.
This report shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act of 1933, as amended, or under the Exchange Act, except to
the extent that the company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
This report is submitted over the names of the members of the Compensation
Committee:
James W. Cannon, Chair
Phelps K. Fisher
Donald G. Graham, Jr.
John D. Mangels
15
<PAGE>
STOCK PERFORMANCE GRAPH
The graph presented below illustrates the cumulative total return, as of
December 31 of each year presented, to shareholders of the Company compared
with the S&P 500 and the Russell 2000 stock indices assuming that $100 were
invested in each on December 31, 1994 and that all dividends were reinvested.
The Company does not believe that it can reasonably identify similar companies
for purposes of peer group comparison because of its diverse lines of business.
The Russell 2000 index was thus selected as it represents companies with
similar market capitalization to the Company.
[PERFORMANCE GRAPH APPEARS HERE]
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
Fisher 100 124 166 206 239 219
S&P 500 100 138 169 226 290 351
Russell 2000 100 123 143 175 171 207
Sources: Standard & Poor's and Frank Russell Company
16
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth information as of December 31, 1999, with
respect to the shares of Company common stock beneficially owned by (i) the
directors of the Company, (ii) the non-director executive officers of the
Company named in the Summary Compensation Table and (iii) each person known by
the Company to own beneficially more than 5% of Company common stock. The
number of shares beneficially owned by each stockholder is determined according
to rules of the SEC, and the information is not necessarily indicative of
beneficial ownership for any other purpose. Under such rules, beneficial
ownership includes any shares as to which the individual or entity has sole or
shared voting power or investment power. As a consequence, several persons may
be deemed to be the "beneficial owners" of the same shares. Except as noted
below, each holder has sole voting and investment power with respect to shares
of Company common stock listed as owned by such person or entity. When a person
is a "co-trustee" or one of a number of directors of a corporation that owns
shares of Company common stock, he or she has shared voting and investment
power.
Directors:
<TABLE>
<CAPTION>
Shares of Common Percentage of
Name Stock Beneficially Owned(1) Common Stock
- --------------------------- --------------------------- -------------
<S> <C> <C>
James W. Cannon 500 *
George D. Fisher 725,936 (2) 8.5%
Phelps K. Fisher 273,568 (3) 3.2%
William O. Fisher 481,408 (4) 5.6%
Robin J. Campbell Knepper 921,610 (5) 10.8%
Carol H. Fratt 550 (6) *
Donald G. Graham, Jr. 920,656 (7) 10.8%
Donald G. Graham, III 480,032 (8) 5.6%
William. W. Krippaehne, Jr. 21,804 (9) *
John D. Mangels 1,000 *
Jean F. McTavish 68,400(10) *
Jacklyn F. Meurk 57,831(11) *
George F. Warren, Jr. 800,312(12) 9.4%
William W. Warren, Jr. 801,242(13) 9.4%
</TABLE>
- ---------------------
* Less than 1%
(1) Shares held directly with sole voting and sole investment power, unless
otherwise indicated.
(2) Mr. George D. Fisher owns 4,800 shares. In addition, he shares voting and
investment power as one of three trustees of the D. R. Fisher Trust, as
to the 477,008 shares held by such trust. Mr. Fisher is also President
and a director of the D. R. Fisher Company, which owns 232,928 shares,
and has sole voting and investment power with respect to such shares. Mr.
Fisher is also considered the beneficial owner of 11,200 shares owned by
Mr. Fisher's mother.
(3) Mr. Phelps K. Fisher owns 84,960 shares. In addition, he has sole voting
power and shared investment power as to 134,872 shares owned by K. R.
Fisher Investment Company, and has sole voting power, pursuant to a power
of attorney, as to 14,072 shares and 14,192 shares, respectively, owned
by two of his adult sons. Mr. Fisher's wife owns 22,772 shares. Includes
2,700 shares subject to purchase within sixty days upon the exercise of
stock options.
17
<PAGE>
(4) Mr. William O. Fisher owns 4,400 shares. In addition, he shares voting
and investment power as one of three trustees of the D. R. Fisher Trust,
as to the 477,008 shares held by such trust. This does not include any of
the 232,928 shares held by D.R. Fisher Company, of which Mr. Fisher is a
1.125% shareholder.
(5) Mrs. Knepper owns 228,288 shares. Mrs. Knepper's husband owns 50 shares.
In addition, she shares voting power, as co-trustee, as to 14,080 shares
held by Trust A Under the Will of Peggy Locke Newman and 213,560 shares
held by Trust B Under the Will of Peggy Locke Newman. Additionally, Mrs.
Knepper shares investment power as to the 465,632 shares held by the O.
D. Fisher Investment Company (see footnote 2 under the table entitled
"Security Ownership of Certain Beneficial Owners and Management").
(6) Mrs. Fratt owns 200 shares, her husband owns 300 shares, and her daughter
owns 50 shares.
(7) Mr. Donald G. Graham, Jr. owns 73,920 shares as community property with
his wife. In addition, he has sole voting power and shared investment
power as to the 465,632 shares owned by the O. D. Fisher Investment
Company. Additionally, Mr. Graham has voting power as to a total of
381,104 shares held by a trust under the will of Nellie Hughes Fisher,
and a trust under the will of O. D. Fisher. Mr. Graham is the father of
Donald G. Graham, III.
(8) Mr. Donald G. Graham, III, owns 14,400 shares. In addition, he shares
investment power as to 465,632 shares owned by the O. D. Fisher
Investment Company (see footnote 2 under the table entitled "Security
Ownership of Certain Beneficial Owners and Management"). Mr. Graham is
the son of Donald G. Graham, Jr.
(9) Mr. Krippaehne holds 456 shares in an Individual Retirement Account and
owns 4,948 shares jointly with his wife. Includes 16,400 shares subject
to purchase within sixty days upon the exercise of stock options.
(10) Ms. McTavish owns 240 shares. In addition, she shares voting and
investment power, as one of three trustees, as to 68,160 shares held by a
trust under the will of Vivien S. Fisher. Ms. McTavish is also one of two
income beneficiaries under such trust.
(11) Ms. Meurk owns 2,700 shares jointly with her husband. She also has sole
voting power, as trustee under the will of Ethlyn Gaige Fisher, as to
18,568 shares held by that trust. She is also a general partner in the
Meurk Family Limited Partnership, which owns 11,440 shares, and shares
voting and investment power with respect to such shares. Ms. Meurk also
shares voting and investment power, as a trustee of the Revocable Living
Trust of Elaine Fisher Gourlie, as to the 25,123 shares held by that
trust.
(12) Mr. George F. Warren, Jr. shares voting and investment power, as one of
several trustees, as to 480,368 shares owned by the Lula Fisher Warren
Trust and is an income beneficiary of such trust. In addition, he shares
investment power with respect to 319,944 shares owned by the Warren
Investment Company, of which he is a director. Mr. Warren is a first
cousin of William W. Warren, Jr.
(13) Mr. William W. Warren, Jr. owns 930 shares jointly with his wife. In
addition, he shares voting and investment power, as one of several
trustees, as to 480,368 shares owned by the Lula Fisher Warren Trust and
is an income beneficiary of such trust. In addition, he shares investment
power with respect to 319,944 shares owned by the Warren Investment
Company, of which he is a director. Mr. Warren is a first cousin of
George F. Warren, Jr.
18
<PAGE>
Executive Officers (excluding officers who are also directors):
<TABLE>
<CAPTION>
Shares of Common Percentage of
Name Stock Beneficially Owned(1) Common Stock
- -------------------------------- --------------------------- -------------
<S> <C> <C>
David D. Hillard 2,438(2) *
Patrick M. Scott 22,138(3) *
R. Bryce Seidl 100(4) *
Mark A. Weed 6,104 *
Executive Officers and Directors
as a Group (18 persons) 3,377,045 39.5%
</TABLE>
- ---------------------
* Less than 1%
(1) Share amounts include options to purchase shares of Company common stock
which are exercisable within 60 days as follows: David D. Hillard 1,624
shares; Patrick M. Scott 13,960 shares; Mark A. Weed 4,104 shares;
directors and executive officers as a group 38,788 shares.
(2) Mr. Hillard owns 814 shares jointly with his wife.
(3) Mr. Scott owns 1,400 shares and owns 6,778 shares jointly with his wife.
(4) Mr. Seidl owns 100 shares jointly with his sister.
Beneficial Owners of 5%
or More of the Company's Stock
<TABLE>
<CAPTION>
Percentage
Number of of
Shares of Outstanding
Name and Address Common Stock Common Stock
- --------------------------------- ------------ ------------
<S> <C> <C>
Bank of America Corporation 1,278,450(1) 15.0%
100 South Tryon Street
Charlotte, NC 28255
O. D. Fisher Investment Co. 465,632(2) 5.5%
600 University Street, Suite 1525
Seattle, WA 98101
Lula Fisher Warren Trust 480,368(3) 5.6%
Union Bank of California
P.O. Box 3123
Seattle, WA 98114
The D. R. Fisher Trust UW of 477,008(4) 5.6%
D. R. Fisher
P.O. Box 98549
Des Moines, WA 98198
Edward A. Gowey 711,136(5) 8.3%
17869 Ballinger Way NE
Seattle, WA 98155
Wendy Jean Wagner 480,368(6) 5.6%
1114 Tanglewood Drive
Cary, NC 27511
</TABLE>
- ---------------------
(1) Bank of America Corporation, as a fiduciary, possesses shared voting and
investment power as to 1,278,450 shares of Company common stock under a
number of wills, trusts and agency arrangements.
19
<PAGE>
(2) Mr. Donald G. Graham, Jr., President, director and a 14.40% shareholder
of the O. D. Fisher Investment Company ("ODFICO"), has sole voting power
with respect to the shares of Company common stock owned by ODFICO. Mrs.
Robin J. Campbell Knepper is Chairman of the Board of Directors of
ODFICO, and a 4.96% shareholder thereof; Mr. Donald G. Graham, III is
Vice President, a director, and a 3.86% shareholder of ODFICO. The
465,632 shares owned by ODFICO are also reported as beneficially owned by
Ms. Campbell and Messrs. Donald G. Graham, Jr. and Donald G. Graham, III.
(3) The 480,368 shares held by the Lula Fisher Warren Trust are also reported
as beneficially owned by Wendy Jean Wagner, George F. Warren, Jr., and
William W. Warren, Jr., who share voting and investment power as trustees
of such trust.
(4) Three trustees of the D. R. Fisher Trust share voting and investment
power as to the 477,008 shares held by such trust. The shares held by the
D. R. Fisher Trust are also reported as beneficially owned by Messrs.
William O. Fisher, George D. Fisher and Edward A. Gowey as trustees of
such trust.
(5) Mr. Gowey owns 1,200 shares jointly with his wife. In addition, he shares
voting and investment power as one of three trustees of the D. R. Fisher
Trust, as to the 477,008 shares held by such trust. Mr. Gowey is also an
executive officer of the D. R. Fisher Company which owns 232,928 shares
in which he has sole investment power with respect to such shares.
(6) Ms. Wagner shares voting and investment power, as one of several
trustees, as to 480,368 shares owned by the Lula Fisher Warren Trust and
is an income beneficiary of such trust.
TRANSACTIONS WITH MANAGEMENT
Certain directors and shareholders of the Company (together with employees
and others), and/or entities in which such persons have direct or indirect
interests, have made working capital loans to the Company. Such persons and/or
entities hold promissory notes ("Notes") from the Company reflecting such
loans. At December 31, 1999, the total amount of Notes payable was
approximately $5.7 million. The Notes are payable on demand and bear interest
at a rate equal to the 90-day certificate of deposit ("CD") rate for CDs of
$100,000 or more as announced from time to time by Bank of America, less
0.25%. Terms of a senior credit facility entered into in June 1999 limit the
amount the Company can borrow under these loan arrangements. Accordingly, the
Company currently anticipates that it will continue existing borrowings until
payment is requested by the lender, however no new borrowings will be made.
At December 31, 1999, the Company was indebted under the loans described
above to directors, or to entities in which such directors have a direct or
indirect interest or serve in some capacity, in the following amounts: (i) Mr.
Phelps K. Fisher, $182,000; (ii) Mr. Donald G. Graham, Jr., $1,716,000 to an
estate of which he is the executor and two trusts of which he is a trustee,
and $4,000 to a corporation of which he is an officer and a director; and
(iii) Jacklyn F. Meurk, $150,000 jointly with her spouse. Additionally, the
Company is indebted to Mrs. Donald G. Graham, the mother of Mr. Donald G.
Graham, Jr., in the amount of $2,904,000 and to Mrs. Susan Hubbach, the mother
of Mrs. Carol Fratt, in the amount of $34,000.
COMPLIANCE WITH SECTION 16(a) FILING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, ("Section
16(a)") requires that all executive officers and directors of the Company and
all persons who beneficially own more than 10 percent of outstanding Company
common stock file reports with the Securities and Exchange Commission with
respect to beneficial ownership of the Company's Securities. The Company has
adopted procedures to assist its directors and executive officers in complying
with the Section 16(a) filings.
20
<PAGE>
Based solely upon the Company's review of the copies of the filings which it
received with respect to the fiscal year ended December 31, 1999, or written
representations from certain reporting persons, the Company believes that all
reporting persons made all filings required by Section 16(a) on a timely basis
except that Mr. Glen P. Christofferson unknowingly failed to file a Form 4 for
the sale of 200 shares made by his spouse. This report was subsequently filed.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, Certified Public Accountants, performed the audit
of the consolidated financial statements for the Company for the year ended
December 31, 1999. Representatives of PricewaterhouseCoopers LLP will be
present at the Annual Meeting, and will have the opportunity to make a
statement if they so desire. They also will be available to respond to
appropriate questions.
OTHER BUSINESS
The Board of Directors knows of no other matters to be brought before the
shareholders at the Annual Meeting. In the event other matters are presented
for a vote at the meeting, the Proxy holders will vote shares represented by
properly executed Proxies in their discretion in accordance with their judgment
on such matters.
At the meeting, management will report on the Company's business and
shareholders will have the opportunity to ask questions.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 2001 Annual Meeting
of Shareholders must be received by the Secretary of the Company prior to
December 2, 2000, for inclusion in the 2001 Proxy Statement and form of Proxy.
In addition, if the Company receives notice of a shareholder proposal after
February 14, 2001, the persons named as proxies in such Proxy Statement and
form of Proxy will have discretionary authority to vote on such shareholder
proposal.
ANNUAL REPORT TO SHAREHOLDERS
Any shareholder may obtain without charge a copy of the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 for the year ended December 31, 1999, including
financial statements. Written requests for the Form 10-K should be addressed to
David D. Hillard, Fisher Companies Inc., 600 University Street, Suite 1525,
Seattle, Washington 98101.
March 31, 2000
BY ORDER OF THE BOARD OF DIRECTORS
/s/ David D. Hillard
David D. Hillard, Secretary
21
<PAGE>
PROXY FOR 2000 ANNUAL MEETING OF SHAREHOLDERS
OF FISHER COMPANIES INC.
PLEASE SIGN AND RETURN IMMEDIATELY
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Phelps K. Fisher, Donald G. Graham, Jr.,
William W. Krippaehne, Jr., Jean F. McTavish, and Jacklyn F. Meurk and each of
them (with full power to act alone), proxies, with the powers the undersigned
would possess if personally present, and with full power of substitution, to
vote all common shares of the undersigned of Fisher Companies Inc. (the
"Company") at the 2000 annual meeting of its shareholders to be held at the
United Artists 150 Theater, 2131 Sixth Avenue, Seattle, Washington, at 10:00
a.m., Thursday, April 27, 2000, or any adjournments thereof, as indicated with
respect to the proposal on the reverse side and, in their discretion, upon all
other matters that may properly come before the meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL
DESCRIBED ON THE REVERSE SIDE. IF NO DIRECTIONS ARE GIVEN, THE ABOVE-NAMED
PROXIES INTEND TO VOTE THE SHARES REPRESENTED BY
THIS PROXY "FOR" SUCH PROPOSAL.
. FOLD AND DETACH HERE .
[SEE REVERSE SIDE]
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|
[X] Please mark your | 4701
votes as in this -------
example
WITHHOLD
WITHHOLD only for
1. ELECTION OF DIRECTORS: FOR ALL FOR ALL Nominees
To elect the nominees listed NOMINEES NOMINEES listed below
at the right to serve as
directors for a three-year [_] [_] [_]
term.
Nominees: James W. Cannon
George D. Fisher
Phelps K. Fisher
Williams O Fisher
Robin J. Campbell Knepper
To withhold authority to vote for any nominee(s), write such (nominee(s)'
names(s) below:
_______________________________________________________
2. OTHER BUSINESS:
To transact any and all other business that may properly come before the
meeting
In giving this Proxy, I understand that I may personally vote my shares if I
attend the meeting, notwithstanding that I have previously executed and
returned the Proxy to the Company.
Yes, I plan to attend
the Annual Meeting [_]
Please execute this Proxy whether or not you plan to attend in person, and
return the Proxy Promptly in the envelope provided so that your stock will be
represented in all events and so that we may have a quorum. Please sign your
name below. When signing as attorney, administrator, executor, guardian or
trustee, please give title as such. Joint owners should each sign.
________________________________________________
________________________________________________
SIGNATURE(S) DATE
. FOLD AND DETACH HERE .
