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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the fiscal year ended
December 27, 1998 or
___ Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required] for the transition period
from ______________ to _____________.
Commission file number 1-6961
GANNETT CO., INC.
(Exact name of registrant as specified in its charter)
Delaware 16-0442930
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1100 Wilson Boulevard, Arlington, Virginia 22234
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (703) 284-6000
Securities registered pursuant to
Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, Par Value $1.00 New York Stock Exchange
Securities registered pursuant
to Section 12(g) of the Act:
None
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No __
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of February 26,1999 was $17,739,246,399.
The number of shares outstanding (basic) of the registrant's Common
Stock, Par Value $1.00, as of February 26, 1999 was 279,358,211.
Documents incorporated by reference.
(1) Portions of the registrant's Annual Report to Shareholders
for the fiscal year ended December 27, 1998 in Parts I, II and III.
(2) Portions of the registrant's Proxy Statement issued in connection
with its Annual Meeting of Shareholders to be held on May 4, 1999.
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CROSS REFERENCE SHEET
The information required in Parts I, II and III of the Form 10-K
is incorporated by reference to sections of the Company's 1998 Annual
Report to Shareholders ("Annual Report") and its definitive Proxy Statement
for the Annual Meeting of Shareholders to be held May 4, 1999 ("Proxy
Statement") as described below:
Part I
Item 1. Business. Form 10-K Information (Annual Report
pp. 55-69); Note 10 - Business Segment
Information (Annual Report p. 55).
Item 2. Properties. Properties (Annual Report pp. 59, 60
and 62); Corporate Facilities (Annual
Report p. 63); Markets We Serve (Annual
Report pp. 70-73).
Item 3. Legal Proceedings. Note 9 - Commitments, Contingent
Liabilities and Other Matters (Annual
Report p. 49); Regulation (Annual
Report pp. 59, 60 and 62).
Item 4. Submission of Matters Not applicable.
to a Vote of Security
Holders.
Part II
Item 5. Market for Registrant's Gannett Shareholder Services (Annual
Common Equity and Report, p. 76); Company
Related Stockholder Profile (Annual Report, p. 1);
Matters Gannett Common Stock Prices (Annual
Report p. 22); Dividends (Annual Report
p. 33).
Item 6. Selected Financial Eleven-Year Summary and Notes to
Data. Eleven-Year Summary (Annual Report
pp. 52-54).
Item 7. Management's Discussion Management's Discussion and Analysis
and Analysis of of Results of Operations and Financial
Financial Condition and Position (Annual Report pp. 23-35).
Results of Operations.
Item 7A. Quantitative and The Company is not subject to market risk
Qualitative Disclosures associated with derivative financial
about Market Risk instruments or derivative commodity
instruments, as the Company is not a party
to any such instruments. The Company
believes that its market risk from other
financial instruments, such as accounts
receivable, accounts payable and debt, is
not material.
Item 8. Financial Statements Consolidated Financial Statements and
and Supplementary Data. Notes to Consolidated Financial State-
ments (Annual Report pp. 36-50).
Effects of inflation and changing prices
(Annual Report p. 33); Quarterly
Statements of Income (Annual Report
pp. 66-67).
Item 9. Changes in and None.
Disagreements with
Accountants on Account-
ing and Financial
Disclosure.
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Part III
Item 10. Directors and Executive Executive Officers of the
Officers of the Registrant. Company are listed below:
Sara M. Bentley - President, Gannett Northwest Newspaper
Group, and President and Publisher, Statesman Journal
Michael C. Burrus - President, Multimedia Cablevision, Inc.
Thomas L. Chapple - Senior Vice President, General Counsel,
and Secretary
Richard L. Clapp - Senior Vice President, Human Resources
Susan Clark-Johnson - Senior Group President, Gannett Pacific
Newspaper Group, and President and Publisher, Reno (Nev.)
Gazette-Journal
Michael J. Coleman - Senior Group President, Gannett South Newspaper
Group, and President and Publisher, FLORIDA TODAY at Brevard
County
Robert T. Collins - President, New Jersey Newspaper Group, and
President and Publisher, Asbury Park Press and Home News
Tribune, East Brunswick, NJ
John J. Curley - Chairman and Chief Executive Officer
Thomas Curley - Senior Vice President, Administration, and
President and Publisher, USA TODAY
Philip R. Currie - Senior Vice President, News, Gannett Newspaper
Division
Ardyth R. Diercks - Senior Vice President, Gannett Television
Craig A. Dubow - Executive Vice President, Gannett Television
Daniel S. Ehrman, Jr. - Vice President, Planning & Development
Millicent A. Feller - Senior Vice President, Public Affairs
and Government Relations
Lawrence P. Gasho - Vice President, Financial Analysis
George R. Gavagan - Vice President and Controller
Denise H. Ivey - President, Gannett Gulf Coast Newspaper
Group, and President and Publisher, Pensacola News Journal
John B. Jaske - Senior Vice President, Labor Relations and
Assistant General Counsel
Richard A. Mallary - Senior Vice President, Gannett Broadcasting
Gracia C. Martore - Treasurer and Vice President, Investor Relations
Douglas H. McCorkindale - Vice Chairman and President
Larry F. Miller - Executive Vice President and Chief Financial
Officer
Craig A. Moon - President, Piedmont Newspaper Group, and
President and Publisher, The Tennessean
Roger Ogden - Vice President, Gannett Television, and President
and General Manager, KUSA-TV, Denver
W. Curtis Riddle - Senior Group President, Gannett East Newspaper
Group, and President and Publisher, The News Journal
(Wilmington, DE)
Carleton F. Rosenburgh - Senior Vice President, Gannett
Newspaper Division
Gary F. Sherlock - President, Gannett Atlantic Newspaper
Group, and President and Publisher, The Journal News
Mary P. Stier - President, Gannett Midwest Newspaper Group,
and President and Publisher, Rockford Register Star
Cecil L. Walker - President, Gannett Broadcasting Division
Gary L. Watson - President, Gannett Newspaper Division
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Information concerning the Executive Officers of the Company is
included in the Annual Report on pages 18 and 19. Information
concerning the Board of Directors of the Company is incorporated
by reference to the Company's Proxy Statement pursuant to General
Instruction G(3) to Form 10-K.
Item 11. Executive Compensation. Incorporated by reference to
the Company's Proxy Statement
pursuant to General
Instruction G(3) to Form 10-K.
Item 12. Security Ownership of Certain Incorporated by reference to the
Beneficial Owners and Company's Proxy Statement pursuant to
Management. General Instruction G(3) to Form 10-K.
Item 13. Certain Relationships and Incorporated by reference to the
Related Transactions. Company's Proxy Statement pursuant to
General Instruction G(3) to Form 10-K.
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Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Financial Statements, Financial Statement Schedules and
Exhibits.
(1) Financial Statements.
The following financial statements of the Company and the
accountants' report thereon are included on pages 36 through 51
of the Company's 1998 Annual Report to Shareholders and are
incorporated herein by reference:
Consolidated Balance Sheets as of December 27, 1998 and
December 28, 1997.
Consolidated Statements of Income - Fiscal Years Ended
December 27, 1998, December 28, 1997, and December 29, 1996.
Consolidated Statements of Cash Flows - Fiscal Years Ended
December 27, 1998, December 28, 1997, and December 29, 1996.
Consolidated Statements of Changes in Shareholders' Equity -
December 27, 1998, December 28, 1997, and December 29, 1996.
Notes to Consolidated Financial Statements.
Report of Independent Accountants.
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(2) Financial Statement Schedules.
The following financial statement schedules are incorporated by
reference to "Schedules to Form 10-K Information" appearing on
pages 68 and 69 of the Company's 1998 Annual Report to
Shareholders:
Schedule V - Property, Plant and Equipment.
Schedule VI - Accumulated Depreciation and Amortization of
Property, Plant and Equipment.
Schedule VIII - Valuation and Qualifying Accounts.
Schedule X - Supplementary Income Statement Information.
The Report of Independent Accountants on Financial Statement
Schedules appears on page 51 of this Annual Report on
Form 10-K.
Note: All other schedules are omitted as the required
information is not applicable or the information is
presented in the consolidated financial statements or related
notes.
(3) Pro Forma Financial Information.
Not Applicable.
(4) Exhibits.
See Exhibit Index for list of exhibits filed with this Annual
Report on Form 10-K. Management contracts and compensatory
plans or arrangements are identified with asterisks on the
Exhibit Index.
(b) Reports on Form 8-K.
None.
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULES
To the Board of Directors and Shareholders
of Gannett Co., Inc.
Our audits of the consolidated financial statements referred to
in our report dated February 1, 1999 appearing on page 51 of the
1998 Annual Report to Shareholders of Gannett Co., Inc. (which
report and consolidated financial statements are incorporated by
reference in this Annual Report on Form 10-K) also included an
audit of the Financial Statement Schedules listed in Item 14(a)
of this Form 10-K. In our opinion, these Financial Statement
Schedules present fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements.
/s/PricewaterhouseCoopers LLP
_______________________________
PRICEWATERHOUSECOOPERS, LLP
Washington, D.C.
February 1, 1999
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: February 23, 1999 GANNETT CO., INC. (Registrant)
By /s/Douglas H. McCorkindale
------------------------------
Douglas H. McCorkindale,
Vice Chairman and President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant in the capacities and on the dates indicated.
Dated: February 23, 1999 /s/John J. Curley
------------------------------
John J. Curley,
Director, Chairman and
Chief Executive Officer
Dated: February 23, 1999 /s/Douglas H. McCorkindale
------------------------------
Douglas H. McCorkindale,
Director, Vice Chairman and
President
Dated: February 23, 1999 /s/Larry F. Miller
------------------------------
Larry F. Miller,
Executive Vice President and
Chief Financial Officer
Dated: February 23, 1999 /s/Meredith A. Brokaw
------------------------------
Meredith A. Brokaw, Director
Dated: February 23, 1999 /s/Peter B. Clark
------------------------------
Peter B. Clark, Director
Dated: February 23, 1999 /s/Stuart T.K. Ho
------------------------------
Stuart T.K. Ho, Director
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Dated: February 23, 1999 /s/Drew Lewis
------------------------------
Drew Lewis, Director
Dated: February 23, 1999 /s/Josephine P. Louis
------------------------------
Josephine P. Louis, Director
Dated: February 23, 1999 /s/Samuel J. Palmisano
------------------------------
Samuel J. Palmisano, Director
Dated: February 23, 1999 /s/Thomas A. Reynolds, Jr.
------------------------------
Thomas A. Reynolds, Jr., Director
Dated: February 23, 1999 /s/Karen Hastie Williams
------------------------------
Karen Hastie Williams, Director
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EXHIBIT INDEX
Exhibit
Number Exhibit Location
3-1 Second Restated Certificate Incorporated by reference to Exhibit
of Incorporation of Gannett Co., 3-1 to Gannett Co., Inc's Form 10-K
Inc. for the fiscal year ended December 26,
1993 ("1993 Form 10-K"). Amendment
incorporated by reference to Exhibit
3-1 to the 1993 Form 10-K.
3-2 By-laws of Gannett Co., Inc. Incorporated by reference to Exhibit
(reflects all amendments 3-1 to Gannett Co., Inc.'s Form 10-Q
through September 24, 1997) for the fiscal quarter ended
September 28, 1997.
4-1 $1,000,000,000 Revolving Incorporated by reference to Exhibit
Credit Agreement among 4-1 to the 1993 Form 10-K.
Gannett Co., Inc. and the
Banks named therein.
4-2 Amendment Number One Incorporated by reference to Exhibit
to $1,000,000,000 Revolving 4-2 to Gannett Co., Inc.'s Form 10-Q
Credit Agreement among for the fiscal quarter ended June 26,
Gannett Co., Inc. and the 1994.
Banks named therein.
4-3 Amendment Number Two to Incorporated by reference to Exhibit
$1,500,000,000 Revolving 4-3 to Gannett Co., Inc.'s Form 10-K
Credit Agreement among for the fiscal year ended
Gannett Co., Inc. and the December 31, 1995.
Banks named therein.
4-4 Amendment Number Three to Incorporated by reference to Exhibit
$3,000,000,000 Revolving 4-4 to Gannett Co., Inc.'s Form 10-Q
Credit Agreement among for the fiscal quarter ended
Gannett Co., Inc. and the Banks September 29, 1996.
named therein.
4-5 Indenture dated as of March 1, Incorporated by reference to Exhibit
1983 between Gannett Co., Inc. 4-2 to Gannett Co., Inc.'s Form 10-K
and Citibank, N.A., as Trustee. for the fiscal year ended
December 29, 1985.
4-6 First Supplemental Indenture Incorporated by reference to Exhibit
dated as of November 5, 1986 4 to Gannett Co., Inc.'s Form 8-K
among Gannett Co., Inc., filed on November 9, 1986.
Citibank, N.A., as Trustee, and
Sovran Bank, N.A., as Successor
Trustee.
4-7 Second Supplemental Indenture Incorporated by reference to
dated as of June 1, 1995, Exhibit 4 to Gannett Co., Inc.'s
among Gannett Co., Inc., Form 8-K filed on June 15, 1995.
NationsBank, N.A., as Trustee,
and Crestar Bank, as Trustee.
4-8 Rights Plan. Incorporated by reference to
Exhibit 1 to Gannett Co., Inc.'s
Form 8-K filed on May 23, 1990.
4-9 Amendment Number Four to Incorporated by reference to
$3,000,000,000 Revolving Exhibit 4-9 to Gannett Co. Inc's
Credit Agreement among Form 10-Q filed on August 12, 1998.
Gannett Co., Inc. and the
Banks named therein.
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10-1 Employment Agreement dated Incorporated by reference to Gannett
December 7, 1992 between Co., Inc.'s Form 10-K for the fiscal
Gannett Co., Inc. and John J. year ended December 27, 1992 ("1992
Curley.* Form 10-K").
10-2 Employment Agreement dated Incorporated by reference to the 1992
December 7, 1992 between Form 10-K.
Gannett Co., Inc. and Douglas H.
McCorkindale.*
10-3 Gannett Co., Inc. 1978 Incorporated by reference to Exhibit
Executive Long-Term Incentive 10-3 to Gannett Co., Inc.'s Form 10-K
Plan* for the fiscal year ended
December 28, 1980. Amendment No. 1
incorporated by reference to
Exhibit 20-1 to Gannett Co., Inc.'s
Form 10-K for the fiscal year ended
December 27, 1981. Amendment No. 2
incorporated by reference to
Exhibit 10-2 to Gannett Co., Inc.'s
Form 10-K for the fiscal year ended
December 25, 1983. Amendments Nos. 3
and 4 incorporated by reference to
Exhibit 4-6 to Gannett Co., Inc.'s
Form S-8 Registration Statement
No. 33-28413 filed on May 1, 1989.
Amendments Nos. 5 and 6 incorporated
by reference to Exhibit 10-8 to
Gannett Co., Inc.'s Form 10-K for the
fiscal year ended December 31, 1989.
Amendment No. 7 incorporated by
reference to Gannett Co., Inc.'s
Form S-8 Registration Statement
No. 333-04459 filed on May 24, 1996.
Amendment No. 8 incorporated by
reference to Exhibit 10-3 to Gannett
Co., Inc.'s Form 10-Q for the quarter
ended September 28, 1997. Amendment
dated December 9, 1997, incorporated
by reference to Gannett Co., Inc.'s
1997 Form 10-K.
10-4 Description of supplemental Incorporated by reference to Exhibit
insurance benefits.* 10-4 to the 1993 Form 10-K.
10-5 Gannett Co., Inc. Supplemental Incorporated by reference to Exhibit
Retirement Plan, as amended.* 10-8 to Gannett Co., Inc's Form 10-K
for the fiscal year ended
December 27, 1986 ("1986 Form 10-K").
10-6 Gannett Co., Inc. Retirement Incorporated by reference to Exhibit
Plan for Directors.* 10-10 to the 1986 Form 10-K. 1991
Amendment incorporated by reference
to Exhibit 10-2 to Gannett Co.,
Inc.'s Form 10-Q for the quarter
ended September 29, 1991. Amendment
to Gannett Co., Inc. Retirement
Plan for Directors dated October 31,
1996, incorporated by reference to
Exhibit 10-6 to the 1996 Form 10K.
10-7 Amended and Restated Incorporated by reference to Exhibit
Gannett Co., Inc. 1987 10-1 to Gannett Co., Inc.'s Form 10-Q
Deferred Compensation Plan.* for the fiscal quarter ended
September 29, 1996. Amendment No. 5
incorporated by reference to Exhibit
10-2 to Gannett Co., Inc.'s Form 10-Q
for the quarter ended September 28,
1997.
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10-8 Gannett Co., Inc. Transitional Incorporated by reference to Exhibit
Compensation Plan.* 10-13 to Gannett Co., Inc.'s Form
10-K for the fiscal year ended
December 30, 1990.
13 Portions of 1998 Annual Report Attached.
to Shareholders incorporated
by reference.
21 Subsidiaries of Gannett Co., Attached.
Inc.
23 Consent of Independent Attached.
Accountants.
27 Financial Data Schedules. Attached.
The Company agrees to furnish to the Commission, upon request, a copy
of each agreement with respect to long-term debt not filed herewith
in reliance upon the exemption from filing applicable to any series
of debt which does not exceed 10% of the total consolidated assets of
the Company.
* Asterisks identify management contracts and compensatory plans
or arrangements.
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