View:
As filed with the Securities and Exchange Commission on December 13, 1995
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
_______________
GANNETT CO., INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 16-0442930
(State of Incorporation) (I.R.S. Employer Identification No.)
1100 Wilson Boulevard
Arlington, Virginia 22234
(703) 284-6000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Gannett Co., Inc. 1987 Deferred Compensation Plan
(Full Title of Plan)
______________
Thomas L. Chapple, Esq.
Senior Vice President, General Counsel and Secretary
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia 22234
(703) 284-6000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
_______________
Copies of Communications to:
Jeff M. Cohen, Esq.
Nixon, Hargrave, Devans & Doyle llp
One Thomas Circle, N.W., Suite 700
Washington, D.C. 20005
Telephone Number: 202-457-5300
________________
Approximate date of proposed offering: As soon as practicable after effective
date of this Registration Statement.
______________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities To To Be Price Per Offering Registration
Be Registered Registered Share Price Fee
- ------------- ---------- --------- ----------- -------------
Interests in(1)
the Plan $25,000,000(2)(3) 100% $25,000,000 $8,621
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement covers interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) This amount represents Registrant's estimate of employee
contributions for the next 60 months of operation of the Plan. The Registrant
makes no representation that such estimate is accurate.
(3) Pursuant to Rule 429 under the Securities Act of 1933, as amended,
the Prospectus included herein also relates to a total of $1,200,000 of
securities remaining registered under Registration Statements 33-15319 and
33-16790, pursuant to which filing fees in the amount of $4,000 were paid
relating to a total of $20,000,000 of securities originally registered
pursuant to such registration statements.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I of
Form S-8 will be sent or given to employees eligible to
participate in the Plan as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended. Those documents and the
documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as
amended.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated herein by reference are the Company's
(i) Annual Report on Form 10-K for the fiscal year ended
December 25, 1994, (ii) Quarterly Reports on Form 10-Q for the
quarters ended March 26, 1995, June 25, 1995 and September 24,
1995, and (iii) Current Reports on Form 8-K dated June 1, 1995,
July 27, 1995, October 23, 1995, November 21, 1995 and December
5, 1995.
All documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 (the "1934 Act") after the date of this Registration
Statement and prior to the termination of the offering of the
securities shall be deemed to be incorporated by reference in
this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document
which also is incorporated or deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
The Company will provide without charge to each person to
whom a Prospectus relating to this Registration Statement is
delivered, at the written or oral request of such person, a copy
of any and all of the documents incorporated by reference (other
than exhibits to such documents unless such exhibits are
specifically incorporated therein by reference into such
documents). All requests for such copies should be directed to:
Secretary, Gannett Co., Inc., 1100 Wilson Boulevard, Arlington,
Virginia 22234, (703) 284-6000.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with this offering
will be passed upon by Nixon, Hargrave, Devans & Doyle LLP,
counsel for the Company.
The financial statements incorporated in this Registration
Statement by reference to the Company's Annual Report on Form
10-K for the year ended December 25, 1994 have been so incorporated
in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in
auditing and accounting, and the financial statements of
Multimedia, Inc. for the fiscal year ended December 31, 1994
incorporated in this Registration Statement by reference to the
Company's Current Report on Form 8-K dated October 23, 1995 have
been so incorporated in reliance on the report of KPMG Peat
Marwick LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law
("DGCL") permits the Company to indemnify any director or officer
of the Company against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement, incurred in
defense of any action (other than an action by or in the right of
the Company) arising by reason of the fact that he or she is or
was an officer or director of the Company if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to
any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. Section 145 also permits the
Company to indemnify any such officer or director against
expenses incurred in an action by or in the right of the Company
if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company,
except in respect of any matter as to which such person is
adjudged to be liable to the Company. This statute requires
indemnification of such officers and directors against expenses
to the extent they may be successful in defending any such
action. The statute permits purchase of liability insurance by
the Company on behalf of officers and directors, and the Company
has purchased such insurance.
Section 17 of Article II of the Company's By-Laws requires
indemnification to the fullest extent permitted under Delaware
law of any person who is or was a director or officer of the
Company who is or was involved or threatened to be made so
involved in any action, suit or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact
that such person is or was serving as a director, officer or
employee of the Company or any predecessor of the Company or was
serving at the request of the Company as a director, officer or
employee of any other enterprise.
Section 102(b)(7) of the DGCL permits a provision in the
certificate of incorporation of each corporation organized there-
under, such as the Company, eliminating or limiting, with certain
exceptions, the personal liability of a director to the
corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director. Article NINTH of the Certifi-
cate of Incorporation of the Company eliminates the liability of
directors to the extent permitted by Section 102(b)(7) of the
DGCL.
The foregoing statements are subject to the detailed
provisions of Sections 145 and 102(b)(7) of the DGCL, Section 17
of Article II of such By-Laws and Article NINTH of such
Certificate of Incorporation, as applicable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4. Gannett Co., Inc. 1987 Deferred Compensation Plan
5. Opinion and consent of Nixon, Hargrave, Devans &
Doyle LLP
23a. Consent of Price Waterhouse LLP
23b. Consent of KPMG Peat Marwick LLP
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made of the securities registered hereby,
a post-effective amendment to this registration
statement:
(i) To include any prospectus
required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any
facts or events arising after the
effective date of the
registration statement (or the
most recent post-effective
amendment thereof) which,
individually or in the aggregate,
represents a fundamental change
in the information set forth in
the registration statement;
(iii) To include any material
information with respect to the
plan of distribution not previ-
ously disclosed in the registra-
tion statement or any material
change to such information in the
registration statement;
Provided, however, that paragraphs
(1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or
Form S-8 and the information required to be
included in a post-effective amendment by those
paragraphs is contained in periodic reports
filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such secu-
rities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being
registered which remain unsold at the termination
of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities.
SIGNATURES
The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the require-
ments for filing on Form S-8, and has duly caused this Registra-
tion Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Arlington, Virginia, on the 12th
day of December, 1995.
GANNETT CO., INC.
By: /s/ D. H. McCorkindale
----------------------
Douglas H. McCorkindale
Vice Chairman and Chief
Financial and Administrative Officer
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature Title Date
- --------- ------ ----
/s/ John J. Curley Chairman, President, Chief December 12, 1995
- ------------------ Executive Officer, Director
John J. Curley
/s/ D. H. McCorkindale Vice Chairman, Chief Financial December 12, 1995
- ---------------------- Administrative Officer, and
Douglas H. McCorkindale Director
/s/ Larry F. Miller Senior Vice President/Financial December 12, 1995
- ------------------- Planning and Controller
Larry F. Miller
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the Gannett Co., Inc. Deferred Compensation Com-
mittee has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Arlington, Virginia, on the 12th day of December, 1995.
GANNETT CO., INC. 1987 DEFERRED
COMPENSATION PLAN
By: /s/ Richard L. Clapp
--------------------
Richard L. Clapp
Title: Senior Vice President/Personnel
KNOW ALL MEN BY THESE PRESENTS, that each of the under-
signed constitutes and appoints John J. Curley, Douglas H.
McCorkindale and Thomas L. Chapple, and each of them, with full
power to act without the others, as said undersigned's true and
lawful attorney-in-fact and agent, with full and several power of
substitution, for said undersigned and in said undersigned's
name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement pursuant to the
Securities Act of 1933, as amended, and to file the same with all
exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as said undersigned might or
could do in person, hereby ratifying and conforming all that said
attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Andrew F. Brimmer Director December 12, 1995
- ---------------------
Andrew F. Brimmer
/s/ Meredith A. Brokaw Director December 12, 1995
- ----------------------
Meredith A. Brokaw
/s/ Rosalynn Carter Director December 12, 1995
- -------------------
Rosalynn Carter
/s/ Peter B. Clark Director December 12, 1995
- ------------------
Peter B. Clark
/s/ Stuart T. K. Ho Director December 12, 1995
- -------------------
Stuart T. K. Ho
/s/ Drew Lewis Director December 12, 1995
- --------------
Drew Lewis
/s/ Josephine P. Louis Director December 12, 1995
- ----------------------
Josephine P. Louis
/s/ Rollan D. Melton Director December 12, 1995
- --------------------
Rollan D. Melton
/s/ Thomas A. Reynolds, Jr. Director December 12, 1995
- ---------------------------
Thomas A. Reynolds, Jr.
/s/ Carl T. Rowan Director December 12, 1995
- -----------------
Carl T. Rowan
/s/ Dolores D. Wharton Director December 12, 1995
- ----------------------
Dolores D. Wharton
EXHIBIT INDEX
4. Gannett Co., Inc. 1987 Deferred Compensation Plan Attached
5. Opinion and consent of Nixon, Hargrave, Devans & Doyle LLP Attached
23a. Consent of Price Waterhouse LLP Attached
23b. Consent of KPMG Peat Marwick LLP Attached
GANNETT CO., INC.
1987 DEFERRED COMPENSATION PLAN
(Including Amendments through December 1, 1993)
1.0 BACKGROUND
1.1 Introduction
The Gannett Co., Inc. 1987 Deferred Compensation Plan
("Plan") provides the opportunity for Directors to defer all
or part of their fees and key employees to defer all or part
of their salary, bonus and/or shares of Gannett common
stock issued pursuant to Stock Incentive Rights under the
Gannett Co., Inc. 1978 Long-Term Incentive Plan ("Compen-
sation") payable by Gannett Co., Inc. ("Company") to future
years as part of their financial planning.
2.0 EXPLANATION OF PLAN
2.1 Effective Date
The Plan will be effective upon adoption by the Board of
Directors and shall cover Compensation earned after July 1,
1987.
2.2 Eligibility
The Plan is available (a) to Directors of the Company and
(b) to officers and employees of the Company who reside in
the United States and who are designated as eligible by the
Deferred Compensation Committee described in Section 3.4
("Committee").
2.3 Interest in the Plan; Deferred Compensation Account
For each eligible person who elects to defer Compensation
earned during a year ("Participant"), separate Deferred
Compensation Accounts shall be established for that year for
each type of Compensation deferred. A Participant's inter-
est in the Plan shall be the Participant's right to receive
payments under the terms of the Plan. A Participant's pay-
ments from the Plan shall be based upon the value attribu-
table to the Participant's Deferred Compensation Accounts.
The value attributable to a Deferred Compensation Account on
a particular date is equal to the value on that date of the
hypothetical investments held in that Account.
2.4 Amount of Deferral
(a) A Participant may elect to defer receipt of all or a part
of his or her Compensation provided that the minimum defer-
ral for any type of Compensation being deferred is $5,000
for the year of deferral or, in the case of deferred SIRs,
such minimum number of shares as the Committee may
determine. In any year in which the percentage selected
defers less than $5,000 of the type of Compensation being
deferred or fewer than the designated number of SIRs, there
shall be no deferral of that type of Compensation for that
year.
(b) Notwithstanding Section 2.4(a), Compensation shall not be
deferred to the extent that the deferral would cause the
Participant to have insufficient funds available to provide
for all withholdings he or she has authorized to be made or
are required by law to be made from his or her Compensation.
2.5 Time of Election of Deferral
(a) An election to defer Compensation must be made before the
Compensation is earned. In the case of salary and
Directors' fees, with the exception of 1987, the election to
defer must be made prior to the year in which the salary or
Directors' fees will be earned. In the case of bonuses, the
election to defer must be made by November 30th preceding
the year in which the bonus will be paid. In the case of
SIRs, the election to defer must be made no later than
12 full calendar months before the month in which the SIRs
would otherwise be paid. For 1987, an election to defer
salary or Directors' fees must be made prior to July 1 with
respect to salary or Directors' fees earned after that date.
(b) Once made, an election to defer for a particular year is
irrevocable.
(c) A Director may elect to defer Directors' fees payable for
services rendered after June 30, 1987, either under the
terms of this Plan or under the terms of Gannett Co., Inc.
Plan for the Deferral of Directors' fees adopted May 1, 1979
(the "Directors' Plan"). Whenever a Director has an account
under the Directors' Plan, he or she may elect to have his
or her account balance or any part thereof under the
Directors' Plan deemed invested in the fund or funds avail-
able under this Plan, as designated by the Director, or
under the Directors' Plan. Such elections shall be made by
written notice to the Company, and shall be pursuant to Sec-
tion 2.7 of this Plan. Any amounts allocated to this Plan
may be allocated and reallocated as this Plan provides.
Except for these changes in computing future account bal-
ances, all other terms and conditions of the Directors' Plan
shall continue to apply to amounts deferred under the
Directors' Plan.
2.6 Accounts and Investments
(a) The right of any Participant to receive future payments
under the provisions of the Plan shall be a contractual
obligation of the Company but shall be subject to the claims
of the creditors of the Company against the general assets
of the Company.
(b) The amount in a Deferred Compensation Account may, in the
Company's discretion, be placed in a trust (the "Rabbi
Trust") but will nevertheless continue to be subject to the
claims of the Company's creditors. In the Company's discre-
tion, the deferred amounts may (but need not) be invested in
the funds selected by Participants.
(c) The amount of Compensation or Stock deferred will be
credited to the Participant's Deferred Compensation Account
as soon as practical after the Compensation would have been
paid had there been no election to defer. The amounts
credited will be deemed invested in the fund or funds desig-
nated by the Participant from among funds selected by the
Committee, which may include the following or any
combination of the following:
(i) money market funds;
(ii) bond funds;
(iii) equity funds; and
(iv) Gannett stock fund.
In the discretion of the Committee, funds may be added,
deleted or substituted from time to time.
(d) Information on the specific funds permitted under the
Plan shall be made available by the Committee to the
Participants. If the Committee adds, deletes or
substitutes a particular fund, the Committee shall
notify Participants in advance of the change and pro-
vide Participants with the opportunity to change
their allocations among funds in connection with such
addition, deletion or substitution.
(e) A Participant may allocate contributions to his or
her Deferred Compensation Accounts among the avail-
able funds pursuant to such procedures and require-
ments as may be specified by the Deferred Compensa-
tion Committee from time to time.
2.7 Participant's Option to Reallocate Amounts
A Participant may elect to reallocate amounts in his or her
Deferred Compensation Accounts among the available funds
pursuant to such procedures and requirements as may be
specified by the Deferred Compensation Committee from time
to time.
2.8 Reinvestment of Income
Income distributed by a fund that is deemed to be held in a
Deferred Compensation Account shall be deemed reinvested in
that fund as soon as practicable under the terms of that
fund.
2.9 Payment of Deferred Compensation
(a) No withdrawal may be made from the Participant's
Deferred Compensation Accounts except as provided in
this Section.
(b) At the time the election to defer is made, the
Participant shall choose the date on which payment of
the resulting value in the Deferred Compensation
Account is to commence, which date shall be either
April 1 or October 1 of the year specified by the
Participant ("Payment Commencement Date"). In the
case of Director Participants, for deferrals after
February 26, 1990, the Payment Commencement Date
shall be no later than the first day of the month
following the Participant's retirement from the
Board. In the case of key employee Participants, the
Payment Commencement Date shall be no later than
October 1 of the year following the year during which
the key employee becomes 65 years of age.
Notwithstanding the foregoing paragraph: (i) for all
elections to defer occurring on or after November 1,
1991, (ii) in the event that the Committee adds or
substitutes a particular fund or funds, or (iii) if a
Participant elects to reallocate amounts in his or her
Deferred Compensation Accounts among available funds,
the Committee shall have the right to fix Payment
Commencement Dates and/or the date or dates upon which
the value attributable to a Deferred Compensation
Account is to be determined or paid, or modify such
previously elected dates (but in no event to a date
earlier than the date originally elected by the Partici-
pant) in order to comply with the requirements of the
added, substituted or available fund or funds, pursuant
to such procedures and requirements as may be specified
by the Committee from time to time.
(c) At the time the election to defer is made, the
Participant may choose to receive payments either
(i) in a lump sum, or (ii) if the Payment Commence-
ment Date is during a year during which the Partici-
pant could have retired under a retirement plan of
the Company, in up to ten annual installments. The
method of paying a Deferred Compensation Account of a
Participant shall be called the "Method of Payment."
The amount of any payment under the Plan shall be the
value attributable to the Deferred Compensation
Account on the last day of the month preceding the
month of the payment date, divided by the number of
payments remaining to be made including the payment
for which the amount is being determined.
(d) In the event of a Participant's death or total dis-
ability before the Participant has received all of
the Participant's Deferred Compensation Accounts,
the value of the Accounts (excluding the amount being
paid in installments described in the following sen-
tence) shall be paid either (i) in a lump sum, or
(ii) in two to ten annual installments commencing on
the first day of April of the year following the
Participant's death or total disability, as Partici-
pant at the time of deferral may elect. If Partici-
pant is receiving installment payments from a
Deferred Compensation Account at the time of death or
total disability, the balance in that Account shall
be paid to Participant's estate or to Participant
over the installments remaining to be paid.
(e) A Participant may not change the Payment Commencement
Date or Method of Payment for a Deferred Compensation
Account after an election has been made. This shall
not prevent the Participant from choosing a different
Payment Commencement Date and/or Method of Payment
for amounts to be deferred in subsequent years.
(f) Notwithstanding any Payment Commencement Date or
Method of Payment selected by a Participant, if the
Participant's employment with the Company terminates
other than by reason of (i) retirement pursuant to a
retirement plan of the Company, (ii) the Partici-
pant's death, or (iii) the Participant's total dis-
ability, then payment will be made to the Participant
as follows. The Company will have the option to make
payment either in a lump sum or in the number of
annual installments previously selected by the
Participant. In either case, the Payment Commence-
ment Date shall be the first day of April or October
of the year of termination or of the year following
the year of termination, whichever is selected by the
Company.
(g) If, in the discretion of the Committee, the Partici-
pant has a need for funds due to an unforeseeable
emergency which is caused by an event beyond the
Participant's control and that would result in a
financial hardship if the Participant were not per-
mitted to withdraw, a payment may be made to the
Participant from his or her Deferred Compensation
Accounts at a date earlier than the Payment Commence-
ment Date. A payment based upon financial hardship
cannot exceed the amount required to meet the imme-
diate financial need created by the hardship. The
Participant requesting a hardship payment must supply
the Committee with a statement indicating the nature
of the need that created a financial hardship, the
fact that all other reasonably available resources
are insufficient to meet the need, and any other
information which the Committee decides is necessary
to evaluate whether a financial hardship exists.
(h) In the Company's discretion, payments from the Plan
may be in cash or in the kind of property represented
by the fund or funds selected by the Participant.
(i) All payments made by the Company or the Trust shall
be subject to all taxes required to be withheld under
applicable laws and regulations of any governmental
authorities.
2.10 Manner of Electing Deferral, Choosing Investments and
Choosing Payment Options
(a) In order to make any elections or choices permitted
hereunder, the Participant must give written notice
to the Committee. A notice electing to defer Compen-
sation shall specify:
(i) the percentage and type of Compensation to be
deferred;
(ii) the funds chosen by the Participant;
(iii) the Method of Payment and the Method of Payment to
the Participant or the Participant's estate in the
event of the Participant's total disability or
death; and
(iv) the Payment Commencement Date.
(b) An election by a Participant to defer Compensation
(including the selection of a Payment Commencement
Date, choice of fund or funds and Method of Payment)
shall apply only to Compensation deferred in the
calendar year for which the election is effective.
(c) Prior to the commencement of each calendar year, the
Company will provide election forms to permit
Participants to defer Compensation to be earned
during that calendar year.
(d) The last form received by the Company allocating a
Deferred Compensation Account among the funds
available shall govern until changed by the receipt
by the Company of a subsequent allocation form.
3.0 ADMINISTRATION OF THE PLAN
3.1 Statement of Account
Statements setting forth the values of the funds deemed to
be held in a Participant's Deferred Compensation Accounts
will be sent to each Participant quarterly or more often as
the Committee may elect.
3.2 Assignability
No right to receive payments hereunder may be transferred,
assigned, or pledged by a Participant, except for transfers
by will or by the laws of descent and distribution.
3.3 Business Days
In the event any date specified herein falls on a Saturday,
Sunday, or legal holiday, such date shall be deemed to refer
to the next business day thereafter.
3.4 Administration
This Plan shall be administered by the Deferred Compensation
Committee, which shall consist of three employees of the
Company appointed by the Chief Executive Officer. The Com-
mittee shall have the authority to adopt rules and regula-
tions for carrying out the Plan, and interpret, construe and
implement the provisions of the Plan. The decisions of the
Committee shall be final and binding on the Participants.
3.5 Amendment
This Plan may at any time and from time to time be amended
or terminated by the Board of Directors or the Compensation
Committee of the Board of Directors of the Company. A
change in the number or type of funds available shall not be
considered an amendment of the Plan. No amendment or termi-
nation shall, without the consent of a Participant,
adversely affect such Participant's interest in the Plan.
3.6 Liability
(a) Except in the case of willful misconduct, no director
or employee of the Company shall be personally liable
for any act done or omitted to be done by such person
with respect to this Plan.
(b) The Company shall indemnify, to the fullest extent
permitted by law, members of the Committee and
directors and employees of the Company, both past
and present to whom are or were delegated duties,
responsibilities and authority with respect to the
Plan, against any and all claims, losses, liabili-
ties, fines, penalties and expenses (including, but
not limited to, all legal fees relating thereto),
reasonably incurred by or imposed upon such persons,
arising out of any act or omission in connection with
the operation and administration of the Plan, other
than willful misconduct.
Exhibit 5
December 12, 1995
Gannett Co., Inc.
1100 Wilson Boulevard
Arlington, Virginia 22234
Dear Sirs:
Gannett Co., Inc. (the "Company") is filing on or about
this date with the Securities and Exchange Commission a Registra-
tion Statement on Form S-8 (the "Registration Statement") in
connection with the registration of $25,000,000 aggregate amount
of interests ("Interests") in the Gannett Co., Inc. 1987 Deferred
Compensation Plan (the "Plan") which are offered to eligible
employees of the Company and its subsidiaries.
As counsel to the Company we have examined originals or
copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records and other instruments as we
have deemed necessary or advisable for the purpose of this
opinion.
Based upon the foregoing, we are of the opinion that when
(i) the Registration Statement and any amendments thereto filed
with the Securities and Exchange Commission have become
effective, (ii) the applicable provisions of such state
securities laws as may be applicable have been complied with, and
(iii) contributions thereon are credited to the accounts of
participating employees in the manner provided by the Plan, the
Interests in the Plan will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement. We also consent to the
use of our name under Item 5, "Interests of Named Experts and
Counsel," in the Registration Statement.
Very truly yours,
/s/ Nixon, Hargrave, Devans & Doyle LLP
---------------------------------------
Nixon, Hargrave, Devans & Doyle LLP
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on
Form S-8 of our report dated January 26, 1995, which appears on
page 43 of the 1994 Annual Report to the Shareholders of Gannett
Co., Inc., which is incorporated by reference in Gannett Co.,
Inc.'s Annual Report on Form 10-K for the year ended December 25,
1994. We also consent to the incorporation by reference of our
report on the Financial Statement Schedules, which appears on
page 47 of such Annual Report on form 10-K. We also consent to
the reference to us under the heading "Interests of Named Experts
and Counsel" in such Prospectus.
/s/Price Waterhouse LLP
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PRICE WATERHOUSE LLP
Washington, D.C.
December 12, 1995
Exhibit 23(b)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Gannett Co., Inc.
We consent to the incorporation by reference in the registration
statement on Form S-8 of Gannett Co., Inc. of our report dated
February 10, 1995, with respect to the consolidated balance
sheets of Multimedia, Inc. and subsidiaries as of December 31,
1994 and 1993, and the related consolidated statements of
earnings, stockholders' equity (deficit) and cash flows for each
of the years in the three-year period ended December 31, 1994,
which report appears in the Form 8-K of Gannett dated October 23,
1995.
We also consent to the reference to our firm under the heading
"interests of named experts and counsel."
/s/KPMG Peat Marwick LLP
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KPMG Peat Marwick LLP
Greenville, South Carolina
December 12, 1995