SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended June 26, 1994
or
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 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)
(703) 284-6000
(Registrant's telephone number, including area code)
_________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
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 ____
The number of shares outstanding of the issuer's Common Stock, Par Value
$1.00, as of June 26, 1994 was 147,139,039.
PART I. FINANCIAL INFORMATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
1994 Acquisition
On May 3, 1994, the Company purchased Nursing Spectrum, which
publishes a group of biweekly periodicals specializing in
advertising for nursing employment. The acquisition did not
materially affect results of operations or financial condition.
Operating Summary
Income from operations for the second quarter of 1994 rose $29.6
million or 15%, reflecting significant performance gains by the
Company's newspaper and broadcast divisions. For newspapers,
stronger demand for classified advertising coupled with modest
growth in costs contributed to a 12% earnings gain. Improved
broadcast earnings, which rose 29%, resulted principally from
television advertising revenue growth at presently owned stations.
Operating income for the first six months of 1994 rose $51.9
million or 16%.
Newspapers
Newspaper publishing revenues rose $31.4 million or 4% in the
second quarter of 1994 and $63.1 million or 4% for the year-to-
date. Newspaper advertising revenue rose $26.9 million or 5% for
the quarter and $54.1 million or 6% for the first six months,
reflecting continued gains in classified advertising. Help-
wanted advertising has contributed to higher classified revenues
at most of the Company's local newspapers.
The tables below provide, on a pro forma basis, further details
of newspaper ad revenue and linage for the second quarter and
year-to-date periods of 1994 and 1993:
Advertising revenue, in thousands of dollars (pro forma)
Second quarter 1994 1993 % Change
Local $195,080 $193,670 1
National 80,272 78,515 2
Classified 180,902 159,913 13
Total Run-
of-Press 456,254 432,098 6
Preprint
and other
advertising 83,896 81,830 3
Total ad
revenue $540,150 $513,928 5
Advertising linage, in thousands of inches (pro forma)
Second quarter 1994 1993 % Change
Local 7,898 8,055 (2)
National 581 559 4
Classified 8,251 7,635 8
Total Run-
of-Press 16,730 16,249 3
Preprint 16,754 16,464 2
Total ad
linage 33,484 32,713 2
Advertising revenue, in thousands of dollars (pro forma)
Year-to-date 1994 1993 % Change
Local $ 376,417 $ 372,785 1
National 154,765 149,109 4
Classified 341,149 303,699 12
Total Run-
of-Press 872,331 825,593 6
Preprint
and other
advertising 160,063 154,264 4
Total ad
revenue $1,032,394 $979,857 5
Advertising linage, in thousands of inches (pro forma)
Year-to-date 1994 1993 % Change
Local 15,127 15,397 (2%)
National 1,082 1,027 5%
Classified 15,551 14,449 8%
Total Run-
of-Press 31,760 30,873 3%
Preprint 30,533 29,531 3%
Total ad
linage 62,293 60,404 3%
Newspaper circulation revenues rose $2.8 million or 1% for the
quarter and $4.9 million or 1% for the first six months. Net
paid daily and Sunday circulation for the Company's local
newspapers fell slightly for the quarter and for the year-to-
date. USA TODAY reported an average daily paid circulation of
2,025,250 in the ABC Publisher's statement for the six months
ended March 27, 1994, which, subject to audit, was down less than
1% from the comparable period a year ago.
Operating costs in total for the newspaper segment rose $10.8
million or 2% for the quarter and $30.8 million or 3% for the
year-to-date. Newsprint costs declined 6% for the quarter and 3%
for the year-to-date, reflecting lower prices from a year ago,
partly offset by higher consumption. The Company expects
newsprint prices to trend higher than year ago levels for the
remainder of 1994. Payroll costs rose 2% for the quarter and for
the year-to-date.
Newspaper operating income rose $20.7 million or 12% for the
quarter and $32.3 million or 10% for the first six months, due
principally to the improved ad revenue environment and lower
newsprint costs. Most of the Company's local newspapers reported
improved ad revenues and operating income results. At USA Today,
operating results improved for the quarter and were down slightly
for the year-to-date. Revenues were up 1% for the quarter and
were even for the first six months.
Broadcast
Broadcast revenues were down $1.5 million or 1% for the second
quarter and were even for the first six months, while operating
costs declined $10.4 million or 13% for the quarter and $21.4
million or 14% for the year-to-date. On a pro forma basis,
broadcast revenues increased 10% for the quarter and 12% for the
year-to-date, while operating costs increased 3% for the quarter
and 2% for the first six months.
On a pro forma basis, local television ad revenues increased 8%
for the quarter and 10% for the year to date. Pro forma national
revenues increased 12% for the quarter and 13% for the year-to-
date. Pro forma radio revenues increased 18% for the quarter and
22% for the first six months, reflecting improved market shares
at key radio stations. Operating income rose $8.9 million or 29%
for the quarter and $21 million or 53% for the year-to-date,
reflecting strong gains at most of the Company's television and
radio stations. For the year-to-date period, broadcast earnings
were also favorably affected by the recent sale of four radio
stations in Kansas City and St. Louis, Mo., and the Company's
television station in Boston.
Outdoor
Outdoor revenues declined $0.8 million or 1% for the quarter and
$1.7 million or 2% for the year-to-date, while operating costs
were flat for the quarter and year-to-date. Operating income for
Outdoor declined $0.7 million or 8% for the quarter and $1.4
million or 29% for the year-to-date.
Non-operating income and expense
Interest expense declined $2.8 million or 21% for the quarter and
$2.7 million or 11% for the year-to-date. Average borrowings
were lower during the first half of 1994, but average interest
rates on borrowed funds were higher than a year ago.
Net Income
Net income rose $18.1 million or 16% for the quarter and $30.5
million or 17% for the first six months. Net income per share
was $0.90 for the quarter compared to $0.78 in 1993, an increase
of 15%. For the year-to-date, net income per share rose to $1.43
from $1.23 in 1993, a 16% increase. The weighted average number
of shares outstanding totaled 147,169,000 for the second quarter
of 1994 compared with 146,628,000 for the second quarter of 1993.
Average shares outstanding for the year-to-date totaled
147,146,000 for 1994 and 146,208,000 for 1993. The increase in
shares outstanding is due principally to the effect of shares
issued in connection with the acquisition of the Honolulu
Advertiser in 1993.
Liquidity and capital resources
Cash flow from operating activities totaled $358.3 million for
the first half of 1994 compared with $258.7 million a year ago.
Working capital totaled $103.7 million, down from $302.8 million
at the end of 1993.
Capital expenditures for the year-to-date totaled $68 million,
compared with $64 million in 1993. The Company's long-term debt
(commercial paper obligations) was reduced by $223 million from
operating cash flows in the first half of 1994. The Company's
regular quarterly dividend of $0.33 per share was declared in the
first and second quarters of 1994 and totaled $97.1 million.
During the second quarter, the Company announced it would resume
a 7.5 million share repurchase program, originally authorized in
1988. Approximately 4.5 million shares had been purchased prior
to 1994; more than one million shares have been purchased
recently.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
ASSETS June 26, 1994 Dec. 26, 1993
- ------ -------------- --------------
Current Assets:
Cash............................... $ 27,919,000 $ 32,461,000
Marketable securities.............. 15,550,000 43,034,000
Trade receivables, less allowance
(1994 - $16,319,000 ; 1993 -
$13,915,000)....................... 449,130,000 449,063,000
Other receivables.................. 31,786,000 135,036,000
Inventories (materials and supplies) 39,342,000 53,094,000
Prepaid expenses................... 51,060,000 45,269,000
------------- -------------
Total current assets............. 614,787,000 757,957,000
------------- -------------
Property, plant and equipment:
Cost............................... 2,841,029,000 2,794,610,000
Less accumulated depreciation...... (1,382,133,000) (1,316,341,000)
------------- -------------
Net property, plant and equipment.. 1,458,896,000 1,478,269,000
------------- -------------
Intangible and other assets:
Excess of cost of subsidiaries over
net tangible assets acquired, less
amortization (1994 - $419,123,000 ;
1993 - $396,915,000).............. 1,505,278,000 1,501,102,000
Other assets....................... 167,993,000 86,470,000
------------- -------------
Total intangible and other assets 1,673,271,000 1,587,572,000
------------- -------------
Total assets..................... $ 3,746,954,000 $ 3,823,798,000
============= =============
LIABILITIES & SHAREHOLDERS' EQUITY
- ----------------------------------
Current Liabilities:
Current portion of long-term debt.. $ 90,000 $ 164,000
Accounts payable and current portion
of film contracts payable......... 177,370,000 187,208,000
Compensation, interest and other
accruals.......................... 152,866,000 140,457,000
Dividend payable................... 48,495,000 48,399,000
Income taxes....................... 56,844,000 5,760,000
Deferred income.................... 75,409,000 73,151,000
------------- -------------
Total current liabilities....... 511,074,000 455,139,000
Deferred income taxes.............. 192,683,000 205,314,000
Long-term debt, less current portion 627,012,000 850,686,000
Retiree medical and life insurance. 312,157,000 308,024,000
Other long-term liabilities........ 85,294,000 96,715,000
------------- -------------
Total liabilities.................. 1,728,220,000 1,915,878,000
------------- -------------
Shareholders' Equity:
Preferred stock of $1 par value
per share. Authorized 2,000,000
shares, issued - none
Common stock of $1 par value per
share. Authorized 400,000,000
shares; issued 162,211,590 shares.. 162,212,000 162,212,000
Additional paid-in capital......... 69,504,000 70,938,000
Retained earnings.................. 2,478,548,000 2,366,246,000
Foreign currency translation
adjustment....................... (11,643,000) (9,442,000)
------------- -------------
Total.............................. 2,698,621,000 2,589,954,000
Less treasury stock - 15,072,551
shares and 15,244,733 shares,
respectively, at cost............. (643,198,000) (643,787,000)
Deferred compensation related to
ESOP.............................. (36,689,000) (38,247,000)
------------- -------------
Total shareholders' equity...... 2,018,734,000 1,907,920,000
Total liabilities and ------------- -------------
shareholders' equity........... $ 3,746,954,000 $ 3,823,798,000
============= =============
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Thirteen weeks ended Twenty-six weeks ended
June 26, 1994 June 27, 1993 June 26, 1994 June 27, 1993
------------- ------------- ------------- -------------
Net Operating Revenues:
Newspaper advertising............... $ 540,150,000 $ 513,226,000 $1,032,394,000 $ 978,298,000
Newspaper circulation............... 212,945,000 210,124,000 425,085,000 420,177,000
Broadcasting........................ 107,493,000 109,017,000 191,500,000 191,893,000
Outdoor advertising................. 63,181,000 63,987,000 110,102,000 111,812,000
Other............................... 43,112,000 41,415,000 84,425,000 80,319,000
----------- ----------- ------------- -------------
Total............................... 966,881,000 937,769,000 1,843,506,000 1,782,499,000
----------- ----------- ------------- -------------
Operating Expenses:
Cost of sales and operating expenses,
exclusive of depreciation.......... 516,083,000 517,941,000 1,032,507,000 1,027,318,000
Selling, general and administrative
expenses, exclusive of depreciation 168,458,000 166,242,000 334,403,000 329,249,000
Depreciation........................ 40,511,000 41,098,000 81,001,000 82,045,000
Amortization of intangible assets... 11,145,000 11,404,000 22,455,000 22,683,000
----------- ----------- ------------- -------------
Total............................... 736,197,000 736,685,000 1,470,366,000 1,461,295,000
----------- ----------- ------------- -------------
Operating income.................... 230,684,000 201,084,000 373,140,000 321,204,000
----------- ----------- ------------- -------------
Non-operating income (expense):
Interest expense.................... (10,729,000) (13,504,000) (21,897,000) (24,549,000)
Other............................... 1,418,000 1,848,000 2,441,000 3,340,000
----------- ----------- ------------- -------------
Total............................... (9,311,000) (11,656,000) (19,456,000) (21,209,000)
----------- ----------- ------------- -------------
Income before income taxes.......... 221,373,000 189,428,000 353,684,000 299,995,000
Provision for income taxes.......... 89,600,000 75,775,000 143,200,000 120,000,000
----------- ----------- ------------- -------------
Net income.......................... $ 131,773,000 $ 113,653,000 $ 210,484,000 $ 179,995,000
=========== =========== ============= =============
Net income per share................ $0.90 $0.78 $1.43 $1.23
=========== =========== ============= =============
Dividends per share................. $0.33 $0.32 $0.66 $0.64
=========== =========== ============= =============
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Twenty-six weeks ended
June 26, 1994 June 27, 1993
Cash Flows From Operating Activities: ------------- --------------
Net income................................. $210,484,000 $179,995,000
Adjustments to reconcile net income
to operating cash flows:
Depreciation............................. 81,001,000 82,045,000
Amortization of intangibles.............. 22,455,000 22,683,000
Deferred income taxes.................... (8,631,000) (9,064,000)
Gain on sale of assets................... (3,603,000) (1,035,000)
Other, net............................... 11,107,000 3,464,000
Changes in other assets & liabilities, net 45,438,000 (19,366,000)
------------- --------------
Net cash flow from operating activities.... 358,251,000 258,722,000
------------- --------------
Cash Flows From Investing Activities:
Purchase of property, plant and equipment.. (67,661,000) (64,035,000)
Payments for acquisitions, net of cash
acquired.................................. (29,140,000) (5,175,000)
Increase in other investments.............. (23,539,000)
Proceeds from sale of assets............... 49,958,000 13,037,000
Collection of long-term receivables........ 833,000 1,067,000
------------- --------------
Net cash used by investing activities...... (69,549,000) (55,106,000)
------------- --------------
Cash Flows From Financing Activities:
Proceeds from long-term debt............... 525,000,000
Payments of long-term debt................. (222,754,000) (645,276,000)
Dividends paid............................. (97,036,000) (93,101,000)
Common stock transactions, net............. 305,000 5,984,000
------------- --------------
Net cash used for financing activities..... (319,485,000) (207,393,000)
------------- --------------
Effect of currency exchange rate change.... (1,243,000) (179,000)
------------- --------------
Net decrease in cash and cash equivalents.. (32,026,000) (3,956,000)
Balance of cash and cash equivalents
at beginning of year...................... 75,495,000 73,329,000
------------- --------------
Balance of cash and cash equivalents
at end of second quarter.................. $43,469,000 $69,373,000
============= ==============
BUSINESS SEGMENT INFORMATION
Thirteen weeks ended Twenty-six weeks ended
June 26, 1994 June 27, 1993 June 26, 1994 June 27, 1993
------------- ------------- ------------- -------------
OPERATING REVENUES:
Newspaper publishing............. $796,207,000 $764,765,000 $1,541,904,000 $1,478,794,000
Broadcasting..................... 107,493,000 109,017,000 191,500,000 191,893,000
Outdoor advertising.............. 63,181,000 63,987,000 110,102,000 111,812,000
----------- ----------- ------------- -------------
$966,881,000 $937,769,000 $1,843,506,000 $1,782,499,000
=========== =========== ============= =============
OPERATING INCOME (net of depreciation
and amortization):
Newspaper publishing............. $200,097,000 $179,427,000 $342,756,000 $310,481,000
Broadcasting..................... 39,486,000 30,583,000 60,659,000 39,619,000
Outdoor advertising.............. 8,185,000 8,933,000 3,456,000 4,872,000
Corporate........................ (17,084,000) (17,859,000) (33,731,000) (33,768,000)
----------- ----------- ----------- -----------
$230,684,000 $201,084,000 $373,140,000 $321,204,000
=========== =========== =========== ===========
DEPRECIATION AND AMORTIZATION:
Newspaper publishing............. $37,570,000 $37,011,000 $75,143,000 $73,744,000
Broadcasting..................... 7,008,000 7,871,000 14,089,000 15,769,000
Outdoor advertising.............. 4,668,000 4,756,000 9,240,000 9,487,000
Corporate........................ 2,410,000 2,864,000 4,984,000 5,728,000
---------- ---------- ----------- -----------
$51,656,000 $52,502,000 $103,456,000 $104,728,000
========== ========== =========== ===========
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders of the Company was held on
May 3, 1994.
(c) At the Annual Meeting, the following four directors were re-
elected to the Board of Directors. Tabulation of votes for each
nominee is as follows:
For Withheld
Rosalynn Carter 126,414,412 1,885,104
Thomas A. Reynolds, Jr. 127,219,120 1,080,396
Carl T. Rowan 126,775,713 1,523,803
Dolores D. Wharton 126,638,555 1,660,961
The proposal to elect Price Waterhouse as the Company's
independent auditors was approved. A shareholder proposal for
executive compensation review was defeated. Tabulation of
votes for each proposal is as follows:
Broker
For Against Abstained Nonvotes
Election of
Independent
Auditors 127,832,987 222,319 243,836 0
Executive
Compensation
Review 5,242,750 110,369,393 4,651,456 8,035,917
Item 5. Other Information
For personal business reasons, John J. Louis, Jr. resigned as a Director
of the Company effective June 1, 1994. Mr. Louis served the Company as
a Director for over 11 years and the Company is grateful for his many
valuable contributions.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
See Exhibit Index for list of exhibits filed with this report.
Management contracts and compensatory plans or arrangements
are identified with an asterisk on the Exhibit Index.
(b) Reports on Form 8-K.
None.
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: August 9, 1994 s/ Larry F. Miller
------------------
Larry F. Miller
Senior Vice President/Financial
Planning and Controller
Dated: August 9, 1994 s/ Thomas L. Chapple
--------------------
Thomas L. Chapple
General Counsel and Secretary
EXHIBIT INDEX
Exhibit
Number Title or Description Location
- ------- -------------------- --------
4-1 $1,000,000,000 Revolving Incorporated by reference to
Credit Agreement among Exhibit 4-1 to Gannett Co.,
Gannett Co., Inc. and the Inc.'s Form 10-K for the fiscal
Banks named therein. year ended December 26, 1993.
4-2 Amendment Number One to Attached.
$1,000,000,000 Revolving Credit
Agreement among Gannett Co., Inc.
and the Banks named therein.
4-3 Indenture dated as of March 1, Incorporated by reference to
1983 between Gannett Co., Inc. Exhibit 4-2 to Gannett Co.,
and Citibank, N.A., as Trustee. Inc.'s Form 10-K for the fiscal
year ended December 29, 1985.
4-4 First Supplemental Indenture Incorporated by reference to
dated as of November 5, 1986 Exhibit 4 to Gannett Co., Inc.'s
among Gannett Co., Inc., Form 8-K filed on November 9, 1986.
Citibank, N.A., as Trustee, and
Sovran Bank, N.A., as Successor
Trustee.
4-5 Rights Plan. Incorporated by reference to
Exhibit 1 to Gannett Co., Inc.'s
Form 8-K filed on May 23, 1990.
10 Amendment to Directors' Attached.
Deferred Compensation
Plan. *
11 Statement re computation of Attached.
earnings per share.
Gannett Co., Inc. agrees to furnish to the Securities and Exchange
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 registrant.
* Represents a management contract or compensatory plan or arrangement.
Exhibit 4-2
AMENDMENT NUMBER ONE
to
$1,000,000,000
REVOLVING CREDIT AGREEMENT
dated as of December 1, 1993
between
GANNETT CO., INC.
and
CHEMICAL BANK, FIRST INTERSTATE BANK OF CALIFORNIA,
MARINE MIDLAND BANK, MORGAN GUARANTY TRUST COMPANY,
NATIONSBANK OF NORTH CAROLINA, N.A.,
TORONTO DOMINION (TEXAS), INC.,
THE FIRST NATIONAL BANK OF CHICAGO, BANK OF AMERICA NT&SA,
BANK OF HAWAII, THE BANK OF NOVA SCOTIA, CRESTAR BANK,
NBD BANK, N.A., ROYAL BANK OF CANADA,
CITIBANK, N.A., CREDIT LYONNAIS CAYMAN ISLAND BRANCH,
THE SANWA BANK, LIMITED, WACHOVIA BANK OF GEORGIA, N.A.,
CHASE MANHATTAN BANK, N.A., THE FIRST NATIONAL BANK OF MARYLAND,
THE FUJI BANK, LIMITED and THE NORTHERN TRUST COMPANY
GANNETT CO., INC.
Amendment Number One
to
$1,000,000,000
Revolving Credit Agreement
This Amendment is made as of August 1, 1994 between Gannett Co.,
Inc., a Delaware corporation ("Gannett") and the Banks signatory hereto
(each called a "Bank" and collectively the "Banks").
Gannett entered into a Revolving Credit Agreement with the Banks
dated December 1, 1993 (the "Agreement"). Gannett and the Banks wish to
amend the Agreement to increase the aggregate commitment to
$1,500,000,000, extend the Expiration Date and modify the Facility Fee.
The parties agree as follows:
1. The terms "this Agreement," "hereunder," "herein" and similar
references in the Agreement shall be deemed to refer to the Agreement as
amended hereby.
2. The definition of "Expiration Date" in Section 1 of the Agreement
is amended to read in its entirety as follows:
"Expiration Date" shall mean August 1, 1999.
3. Section 2(a) shall be amended to read in its entirety as follows:
2(a). Facility Fee. Gannett will pay to each Bank pro rata, as
consideration for the Bank's Commitment hereunder, a facility fee (the
"Facility Fee") consisting of a fee calculated at the rate of nine Basis
Points per annum or after Credit Rating Adjustment A, a fee calculated at
the rate of 12.5 Basis Points per annum or after Credit Rating Adjustment
B, a fee calculated at the rate of 17.5 Basis Points per annum, computed
pursuant to Section 3(g) from (and including) August 1, 1994 payable
quarterly on each November 1, February 1, May 1 and August 1, after the date
of Amendment Number One, commencing with the first payment due on
November 1, 1994, and on (but excluding for purposes of calculating the
Facility Fee) the Expiration Date, for the preceding period for which such
Facility Fee has not been paid.
4. Schedule 1 shall be amended to read in its entirety as set forth
in Schedule 1 to this Amendment Number One.
5. Gannett and the Banks agree that as of the date of this
Amendment Number One, the $500,000,000 Revolving Credit Agreement dated
as of December 1, 1993 among them is terminated without further notice.
6. The terms of this Agreement shall be in addition to and shall in
no way impair the full force and effect of the Agreement (except as
specifically herein amended). The Facility Fee accrued under the Agreement
for the period prior to August 1, 1994 shall be paid on August 1, 1994.
7. This Amendment may be executed by the parties in as many
counterparts as may be deemed necessary and convenient, and by the
different parties on separate counterparts, each of which, when so
executed, shall be deemed an original, but all such counterparts shall
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date first written above.
GANNETT CO., INC.
By: s/ Gracia C. Martore
Name: Gracia C. Martore
Title: Vice President/
Treasury Services
CHEMICAL BANK
By: s/ John C. Coffin
Name: John C. Coffin
Title: Vice President
FIRST INTERSTATE BANK OF CALIFORNIA
By: s/ Clark Wilcox
Name: Clark Wilcox
Title: Vice President
MARINE MIDLAND BANK
By: s/ Paul E. Willsey
Name: Paul E. Willsey
Title: Administrative
Vice President
MORGAN GUARANTY TRUST COMPANY
By: s/ Michael Y. Leder
Name: Michael Y. Leder
Title: Vice President
NATIONSBANK OF NORTH CAROLINA, N.A.
By: s/ Lawrence Saunders
Name: Lawrence Saunders
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By: s/ Carole Clause
Name: Carole Clause
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO
By: s/ Ted Wozniak
Name: Ted Wozniak
Title: Vice President
BANK OF AMERICA NT&SA
By: s/ Nancy L. Sun
Name: Nancy L. Sun
Title: Vice President
BANK OF HAWAII
By: s/ Curtis Chin
(as attorney-in-fact)
Name: Henry G. Montgomery
Title: Vice President
THE BANK OF NOVA SCOTIA
By: s/ James N. Tryforos
Name: James N. Tryforos
Title: Authorized Signatory
CRESTAR BANK
By: s/ Daniel J. O'Neill, Jr.
Name: Daniel J. O'Neill, Jr.
Title: Vice President
NBD BANK, N.A.
By: s/ L. E. Schuster
Name: L. E. Schuster
Title: Vice President
ROYAL BANK OF CANADA
By: s/ Barbara E. Meijer
Name: Barbara E. Meijer
Title: Manager
CITIBANK, N.A.
By: s/ Eric Huttner
(as attorney-in-fact)
Name: Thomas D. Stott
Title: Vice President
CREDIT LYONNAIS CAYMAN ISLAND BRANCH
By: s/ Mark A. Campellone
Name: Mark A. Campellone
Title: Authorized Signature
THE SANWA BANK, LIMITED
By: s/ Peter J. Pawlak
Name: Peter J. Pawlak
Title: Vice President and
Senior Manager
WACHOVIA BANK OF GEORGIA, N.A.
By: s/ David L. Gaines
Name: David L. Gaines
Title: Senior Vice President
CHASE MANHATTAN BANK, N.A.
By: s/ Diana Lauria
Name: Diana Lauria
Title: Vice President
THE FIRST NATIONAL BANK OF MARYLAND
By: s/ Mary Ann Facente
Name: Mary Ann Facente
Title: Vice President
THE FUJI BANK, LIMITED
By: s/ Norimasa Kuroda
Name: Norimasa Kuroda
Title: Joint General Manager
THE NORTHERN TRUST COMPANY
By: s/ David L. Love
Name: David L. Love
Title: Commercial Banking
Officer
SCHEDULE 1
COMMITMENTS OF THE BANKS
NAME, ADDRESS AND TELEPHONE COMMITMENT AMOUNT
NUMBER OF BANK
Chemical Bank $100,000,000
270 Park Avenue
New York, NY 10017
Telecopy: 212-270-2112
First Interstate Bank of California 100,000,000
885 Third Avenue
New York, NY 10022-4802
Telecopy: 212-593-5238
Marine Midland Bank 100,000,000
One Marine Midland Plaza
Rochester, New York 14639
Telecopy: 716-238-7140
Morgan Guaranty Trust Company 100,000,000
60 Wall Street, 22nd Floor
New York, NY 10260
Telecopy: 212-648-5018
NationsBank of North Carolina, N.A. 100,000,000
6610 Rockledge Drive, 1st Floor
Bethesda, MD 20817-1876
Telecopy: 301-571-0719
Toronto Dominion (Texas), Inc. 100,000,000
909 Fannin, Suite 1700
Houston, TX 77010
Telecopy: 713-951-9921
With a copy to:
The Toronto-Dominion Bank
31 West 52nd Street
New York, NY 10019-6101
Telecopy: 212-262-1926
The First National Bank 85,000,000
of Chicago
One First National Plaza
Mail Suite 0374
Chicago, IL 60670-0083
Telecopy: 312-732-3885
Bank of America NT&SA 85,000,000
Attn: Nina Lemmer
1850 Gateway Blvd.
Concord, CA 94520
Telecopy: 510-675-7531 or 7532
With a copy to:
Bank of America NT&SA
335 Madison Avenue
New York, NY 10017
Telecopy: 212-503-7173
Bank of Hawaii 85,000,000
130 Merchant Street, 20th Floor
Honolulu, HI 96813
Telecopy: 808-537-8301
The Bank of Nova Scotia 65,000,000
New York Agency
1 Liberty Plaza, 26th Floor
New York, NY 10006
Telecopy: 212-225-5090 or 5091
Crestar Bank 65,000,000
1445 New York Avenue, N.W.
Washington, DC 20005
Telecopy: 202-879-6137
NBD Bank, N.A. 65,000,000
611 Woodward
Detroit, MI 48226
Telecopy: 313-225-2649
Royal Bank of Canada 65,000,000
c/o Grand Cayman (North America #1)
New York Operations Center
Pierrepont Plaza
300 Cadman Plaza West
Brooklyn, NY 11201-2701
Telecopy: 718-522-6292
Citibank, N.A. 50,000,000
399 Park Avenue
New York, NY 10043
Telecopy: 212-793-6873
Credit Lyonnais 50,000,000
Cayman Island Branch
1301 Avenue of the Americas
New York, NY 10019
Telecopy: 212-459-3179
The Sanwa Bank, Limited 50,000,000
Atlanta Agency
Georgia-Pacific Center
Suite 4750
133 Peachtree Street, N.E.
Atlanta, GA 30303
Telecopy: 404-589-1629
Wachovia Bank of Georgia, N.A. 65,000,000
191 Peachtree Street, N.E.
Atlanta, GA 30303
Telecopy: 404-332-6898
Chase Manhattan Bank, N.A. 40,000,000
One Chase Square
Corp. Industries Dept.
Tower 9
Rochester, NY 14643
Telecopy: 716-258-4258
The First National Bank of Maryland 40,000,000
1800 K Street, N.W., Suite 1010
Washington, DC 20006
Telecopy: 202-775-4838
The Fuji Bank, Limited 40,000,000
2 World Trade Center, 79th Floor
New York, NY 10048
Telecopy: 212-912-0516
The Northern Trust Company 50,000,000
50 South LaSalle Street - B11
Chicago, IL 60675
Telecopy: 312-444-3508
TOTAL $1,500,000,000
Exhibit 10
AMENDMENT TO DIRECTORS' DEFERRED COMPENSATION PLAN
Sections 5 and 6 of the Directors' Deferred Compensation Plan of the
Company have been amended to read as set forth below.
5. Participant Accounts
A Participant Account shall be established for each participant.
The value of the Participant Account shall be adjusted no less
frequently than annually to reflect contributions to the Account,
payments from the Account as hereinafter provided, and the investment
results applicable to the account.
The maintenance of individual Participant Accounts is for
bookkeeping purposes only. The Company is not obligated to acquire or
set aside any particular assets for the discharge of its obligations,
nor is any participant to have any property rights in any particular
assets held by the Company, whether or not held for the purpose of
funding the Company's obligations.
Whenever a Director has an account under this Plan, he or she
may elect to have his or her account balance or any part thereof
deemed invested in the fund or funds available under the 1987 Deferred
Compensation Plan, as designated by the Director. Such elections shall
be made by written notice to the Company, and shall be pursuant to
Section 2.7 of the 1987 Deferred Compensation Plan. Any amounts
allocated to the 1987 Deferred Compensation Plan may be allocated and
reallocated as that Plan provides. Except for these changes in
computing future account balances, all other terms and conditions of
this Plan shall continue to apply to amounts deferred under this Plan.
6. Payment of Deferred Amounts
No withdrawal may be made from a Participant Account except as
provided in this Section 6. Payments from an Account shall be made at
such time as the participant has elected in accordance with Section 7;
however, the Company may, in its sole discretion, pay the balance in
the Account within 120 days of a participant ceasing to be a member of
the Company's Board of Directors. They shall be made only in cash in
the form of either a lump sum payment or monthly installments over a
period of years not to exceed ten. Where payments are made in monthly
installments, the balance credited to a Participant Account shall
continue to be adjusted for earnings as provided in Section 5.
If installment payments are elected, the first installment shall
equal the value of the Participant Account at such time multiplied by a
fraction, the numerator of which is one and the denominator of which is
the total number of monthly installments to be made. All subsequent
installments shall equal the value of the Participant Account as of the
last valuation date preceding the installment which is to be paid
multiplied by a fraction, the numerator of which is one and the
denominator of which is the total number of installments elected minus
the number of installments already paid.
Notwithstanding a participant's election of installment payments
or a lump sum payment, the Board of Directors of the Company, in its
sole discretion, shall have the right to make payment of the balance in
a Participant Account in a lump sum or in monthly installments.
In the case of financial hardship, the Administrator, in his sole
discretion, may distribute all or a portion of the balance in an Account
before the date otherwise fixed for distribution, but the amount of the
distribution shall not exceed the amount needed to relieve the
financial hardship.
The foregoing notwithstanding, if a participant ceases to be a
member of the Company's Board of Directors within two years after a
Change in Control, as defined below, the Company shall pay the balance
in the participant's Account in a single sum within 5 business days
after the participant ceases to be a member of the Company's Board of
Directors.
For the purposes of this Plan, the term Change in Control shall
be deemed to have the same definition as set forth in the Company's
Transitional Compensation Plan, as such definition may be amended from
time to time.
EXHIBIT 11
GANNETT CO., INC.
Calculation of Earnings Per share
Thirteen Weeks Ended Twenty-six Weeks Ended
June 26, 1994 June 27, 1993 June 26, 1994 June 27, 1993
------------- ------------- ------------- -------------
Net Income $131,773,000 $113,653,000 $210,484,000 $179,995,000
============= ============= ============= =============
Weighted average
number of
common shares
outstanding 147,169,000 146,628,000 147,146,000 146,208,000
=========== =========== =========== ===========
Net income
per share $0.90 $0.78 $1.43 $1.23
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