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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 28, 2000
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GANNETT CO., INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-6961 16-0442930
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1100 Wilson Boulevard, Arlington, Virginia 22234
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (703) 284-6000
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On June 28, 2000, Gannett Co., Inc. and Central Newspapers, Inc. entered
into a definitive agreement for Gannett's acquisition of Central Newspapers,
Inc., for an approximate cash purchase price of $2.6 billion. In connection with
the acquisition, a subsidiary of Gannett will make a tender offer to purchase
any and all of Central's Class A and Class B stock at prices of $64.00 and $6.40
per share, respectively. Gannett also will assume or retire all of Central's
existing debt. Upon completion of the tender offer, if required in order to
complete the acquisition, Central will hold a special meeting of shareholders to
approve the merger of the Gannett subsidiary into Central.
The transaction has been approved by the boards of directors of both
Gannett and Central as well as by the trustees of the Eugene C. Pulliam Trust,
which owns approximately 78% of the voting power of Central Newspapers. The
Eugene C. Pulliam Trust has agreed to tender all of its Class B stock to Gannett
in the tender offer and to vote in favor of the merger if a special meeting of
shareholders is required. The affirmative vote of the Trust's Class B stock
would be sufficient to approve the merger. The Pulliam Trust also has granted
Gannett an option to purchase its Class B shares.
Central Newspapers owns The Arizona Republic, The Indianapolis Star and
three other dailies in Indiana and one daily in Louisiana. Central also owns a
direct marketing business; CNI Ventures, Central's internet and technology
investment management group; as well as other related media and information
businesses, including 23% of BrassRing, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: July 3, 2000 GANNETT CO., INC.
By:
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Name: George R. Gavagan
Title: Vice President and Controller
