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: July 2, 1999
GANNETT CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6961 16-0442930
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
1100 Wilson Boulevard, Arlington, Virginia 22234
(Address of principal executive offices)(Zip Code)
(703) 284-6000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On June 24, 1999, Gannett U.K. Limited ("Gannett UK"), a newly formed
wholly-owned subsidiary of Gannett Co., Inc. ("Gannett"), made a cash
offer to acquire the entire issued and to be issued share capital of
Newsquest plc ("Newsquest"). Pursuant to the Offer, Newsquest
shareholders may elect to receive 460 pence (US $7.24) in cash or Loan
Notes for each of 200.4 million fully diluted shares, for a total price of
approximately 922 million pounds sterling (US $1.5 billion). Gannett UK will
also assume Newsquest's existing debt. The purchase is to be financed
principally by commercial paper borrowings, existing facilities, U.S. public
debt markets and/or operating cash flow.
Newsquest's principal activities are publishing and printing regional and
local newspapers in the United Kingdom with a portfolio that includes 63
paid-for daily and weekly newspapers and 120 free weekly newspapers.
For the 53 weeks ended January 3, 1999, Newsquest reported revenues of
305.8 million pounds sterling (US $507.6 million) and operating income of
81.4 million pounds sterling (US $135.0 million).
Gannett UK has received irrevocable undertakings to accept the Offer from
the two largest shareholders and the executive directors of Newsquest and
other valid acceptances under the Offer, altogether representing
approximately 51.8% of Newsquest's issued shares. Gannett UK has also
acquired Newsquest plc shares through market purchases, representing
approximately 1.35% of Newsquest's issued shares.
Prior to its execution, the Offer was approved by the Board of Directors of
Gannett UK, and the Board of Directors of Newsquest plc was of the
unanimous view that it was in the best interests of Newsquest and its
shareholders to put the Offer forward for consideration by all shareholders.
The consummation of the acquisition is subject, among other things, to
Gannett UK receiving tendered shares of at least 80% of the shares
outstanding at the offer date or such lower percentage as Gannett UK may
decide. Closing is expected to occur by the end of the third quarter of
1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
GANNETT CO., INC.
Dated: July 2, 1999 By: /s/George R. Gavagan
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George R. Gavagan
Vice President and Controller
