AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 2002
REGISTRATION NO. 333-______
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-3
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.)
7950 JONES BRANCH DRIVE
McLEAN, VA 22107
(703) 854-6000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
THOMAS L. CHAPPLE, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
GANNETT CO., INC.
7950 JONES BRANCH DRIVE
McLEAN, VA 22107
(703) 854-6000
(Name, Address, Including Zip Code, and Telephone Number Including Area Code,
of Agent for Service)
_______________
Copies of communications to:
RICHARD F. LANGAN, JR., ESQ. GARY I. HOROWITZ, ESQ.
JOHN C. PARTIGAN, ESQ. SIMPSON THACHER & BARTLETT
NIXON PEABODY LLP 425 LEXINGTON AVENUE
401 NINTH STREET, N.W. NEW YORK, NEW YORK 10017
WASHINGTON, D.C. 20004 TEL: (212) 455-2000
TEL: (202) 585-8000 FAX: (212) 455-2502
FAX: (202) 585-8080
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being offered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act Registration Statement number of the earlier effective
registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act Registration Statement Number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
________________________
CALCULATION OF REGISTRATION FEE
===================================== ======================== ====================== ========================= ====================
AMOUNT PROPOSED PROPOSED
TITLE OF EACH CLASS OF TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER UNIT (1) OFFERING PRICE (1) REGISTRATION FEE
- ------------------------------------- ------------------------ ---------------------- ------------------------- --------------------
Debt Securities and Warrants $2,500,000,000 (2)(3) 100% $2,500,000,000 (2) $230,000.00
to Purchase Debt Securities
===================================== ======================== ====================== ========================= ====================
(1) Estimated solely for the purpose of determining the registration fee.
(2) Includes such principal amount of Debt Securities and number of Warrants (or, if any Debt
Securities are issued at original issue discount, such greater amount of Debt Securities and
number of Warrants) as shall result in an aggregate offering price of $2,500,000,000.
(3) In U.S. dollars or equivalent thereof in foreign or composite currency or foreign or composite
currency units.
______________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SEC, ACTING PURSUANT TO SAID SECTION 8(A), MAY
DETERMINE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION, DATED APRIL 3, 2002
GANNETT CO., INC.
$2,500,000,000
DEBT SECURITIES AND WARRANTS TO PURCHASE DEBT SECURITIES
_____________________________________
We may offer from time to time up to $2,500,000,000 principal
amount, or the equivalent thereof in one or more foreign currencies or
currency units, of our unsecured debt securities consisting of notes,
debentures or other evidences of indebtedness, or warrants to purchase
debt securities.
The terms of each series of debt securities will be set forth
in a prospectus supplement. You should read this prospectus and the
prospectus supplement carefully.
_____________________________________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these securities, or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
We may sell debt securities and warrants to purchase debt
securities directly, through agents or through underwriters or dealers.
__________________________________
The date of this prospectus is __________ __, 2002
TABLE OF CONTENTS
About This Prospectus...............................................ii
Where You Can Find More Information.................................ii
Forward-Looking Information........................................iii
Gannett Co., Inc.....................................................1
Use of Proceeds......................................................2
Description of Debt Securities.......................................2
Plan of Distribution.................................................9
Legal Opinions......................................................10
Experts.............................................................10
i
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission, or SEC, utilizing a "shelf" registration
process. Under this shelf process, we may, from time to time, sell debt
securities or warrants to buy debt securities described in this prospectus in
one or more offerings up to a total dollar amount of $2,500,000,000 or the
equivalent of this amount in foreign currencies or foreign currency units.
This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
under the heading "Where You Can Find More Information" beginning on page ii of
this prospectus.
You should rely only on the information provided in this prospectus and
in any prospectus supplement, including the information incorporated by
reference. We have not authorized anyone to provide you with different
information. We are not offering the securities in any state where the offer is
not permitted. You should not assume that the information in this prospectus, or
any supplement to this prospectus, is accurate at any date other than the date
indicated on the cover page of these documents.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement under the
Securities Act that registers the distribution of the debt securities and
warrants to purchase debt securities. The registration statement, including the
attached exhibits and schedules, contains additional relevant information about
us and our securities. The rules and regulations of the SEC allow us to omit
certain information included in the registration statement from this prospectus.
In addition, we file reports, proxy statements and other information
with the SEC under the Exchange Act. You may read and copy this information at
the following location of the SEC.
Public Reference Room
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Room 1300
Washington, D.C. 20549
You may also obtain copies of this information by mail from the Public
Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC also maintains a website that contains reports, proxy
statements and other information about issuers, like us, who file electronically
with the SEC. The address of that site is http://www.sec.gov.
You can also inspect reports, proxy statements and other information
about us at the offices of The New York Stock Exchange, 20 Broad Street, New
York, New York.
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is considered to be a part of this prospectus, except
for any information that is superseded by information that is included directly
in this document.
ii
This prospectus incorporates by reference the documents listed below
that we have previously filed with the SEC.
Company SEC Filings Period
------------------- ------
Annual Report on Form 10-K Year ended December 30, 2001
Current Reports on Form 8-K Filed March 11, 2002 and March 14, 2002
We incorporate by reference additional documents that we may file with
the SEC between the date of this prospectus and the termination of the offering
of the securities. These documents include periodic reports, such as Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document through us, or from the SEC through the SEC's web site at the address
described above. Documents incorporated by reference are available from us
without charge, excluding any exhibits to those documents unless the exhibit is
specifically incorporated by reference as an exhibit in this prospectus. You can
obtain documents incorporated by reference in this prospectus by requesting them
in writing or by telephone from us at the following address:
Secretary
Gannett Co., Inc.
7950 Jones Branch Drive
McLean, VA 22107
Telephone: (703) 854-6000
FORWARD-LOOKING INFORMATION
Certain statements made in this prospectus and in our other documents
filed with the SEC contain forward-looking information. The words "expect",
"intend", "believe", "anticipate", "likely", "will" and similar expressions
generally identify forward-looking statements. These forward-looking statements
are subject to certain risks and uncertainties that could cause actual results
and events to differ materially from those anticipated in the forward-looking
statements and, accordingly, readers are encouraged not to place undue reliance
on such statements.
Potential risks and uncertainties which could adversely affect our
ability to obtain these results include, without limitation, the following
factors: increased consolidation among major retailers or other events which may
adversely affect business operations of major customers and depress the level of
local and national advertising; a continued economic downturn in some or all of
our principal newspaper or television markets leading to decreased circulation
or local, national or classified advertising; a decline in general newspaper
readership patterns as a result of competitive alternative media or other
factors; an increase in newsprint or syndication programming costs over the
levels anticipated; labor disputes which may cause revenue declines or increased
labor costs; acquisitions of new businesses or dispositions of existing
businesses; a decline in viewership of major networks and local news
programming; rapid technological changes and frequent new product introductions
prevalent in electronic publishing; an increase in interest rates; a weakening
in the Sterling to U.S. dollar exchange rate; and general economic, political
and business conditions.
iii
GANNETT CO., INC.
We are an international news and information company. We publish
newspapers and operate television stations and are engaged in marketing,
commercial printing, a newswire service, data services and news programming.
Our newspapers make up the largest newspaper group in the United States
in daily circulation. We own 95 U.S. daily newspapers, including USA TODAY, the
nation's largest-selling daily newspaper. We also own USA WEEKEND, a weekly
newspaper magazine, and more than 300 non-daily publications.
Newsquest plc, a wholly owned Gannett subsidiary, is one of the largest
regional newspaper publishers in the United Kingdom with a portfolio of over 300
titles. Its publications include 15 daily newspapers. Newsquest also publishes a
variety of non-daily publications, including Berrow's Worcester Journal, the
oldest continuously published newspaper in the world.
Our broadcasting division includes 22 television stations. We are also
an Internet leader with web sites operated by most of our TV stations and
newspapers, including USATODAY.com.
Our principal executive offices are located at 7950 Jones Branch Drive,
McLean, Virginia 22107; telephone (703) 854-6000.
-1-
USE OF PROCEEDS
Except as otherwise may be set forth in the prospectus supplement
accompanying this prospectus, we expect to add substantially all of the net
proceeds from the sale of the securities to our general funds. These funds will
be used for general corporate purposes, including capital expenditures, working
capital, securities repurchase programs, repayment of long term and short term
debt and the financing of future acquisitions. We may also invest funds which
are not required immediately in short term marketable securities.
DESCRIPTION OF DEBT SECURITIES
The debt securities which we are offering pursuant to this prospectus
will be issued under an Indenture dated as of March 1, 1983 between us and
Citibank, N.A., as trustee, as amended. We refer to these documents together as
the indenture. The indenture provides that we will appoint a trustee under the
Indenture with respect to each new series of securities thereunder. The
appointed trustee will serve with respect to only that series, unless we
specifically appoint them to serve as trustee with respect to any preceding or
succeeding series of securities. The following statements are subject to the
detailed provisions of the indenture, a copy of which is filed or incorporated
by reference as an exhibit to the registration statement on Form S-3 of which
this prospectus is a part. Wherever references are made to particular provisions
of the indenture, such provisions are incorporated by reference as part of the
statements made and such statements are qualified in their entirety by such
reference.
GENERAL
The indenture does not limit the amount of debt securities which may be
issued thereunder. You are urged to read the prospectus supplement relating to a
particular series of debt securities being offered which will include the
following terms of the debt securities offered under such prospectus supplement:
o the designation of such debt securities;
o the aggregate principal amount of such debt securities;
o the percentage of their principal amount at which such debt
securities will be issued;
o the currency or currencies for which such debt securities may be
purchased and the currency or currencies in which principal of and
any interest on debt securities may be payable;
o if the currency for which such debt securities may be purchased or
in which principal of and any interest may be payable is at the
purchaser's election, the manner in which such an election may be
made;
o the date or dates on which such debt securities will mature;
o the rate or rates, if any, per annum at which such debt securities
will bear interest, or the method of determination of such rate or
rates (the debt securities may bear interest either at a fixed
rate or at a variable rate determined by reference to indices that
may include a commercial paper rate, CD rate, federal funds rate,
treasury rate or such other interest rate formula as may be
indicated in a prospectus supplement relating to such debt
securities);
o the times at which such interest, if any, will be payable;
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o provisions for a sinking, purchase or other analogous fund, if
any; and
o the date or dates, if any, after which such debt securities may be
redeemed at our option or at the option of the holder and the
redemption price or prices.
Principal, premium, if any, and interest, if any, on the debt
securities will be payable and the debt securities will be transferable, at the
office or agency of the trustee in New York, N.Y., provided that payment of
interest, if any, may be made, at our option, by check mailed to the address of
the person entitled thereto as it appears in the security register.
The indenture provides that there may be more than one trustee, each
with respect to one or more different series of debt securities. If at any time
there are two or more trustees, each with respect to different series of debt
securities, the term debt securities shall refer to the one or more series with
respect to which each respective trustee is acting.
The debt securities will be unsecured and will rank pari passu with all
other unsecured and unsubordinated indebtedness.
The indenture currently provides that debt securities may be issued in
fully registered form without coupons and, unless otherwise specified in the
prospectus supplement, in denominations of $1,000 and multiples of $1,000. If
debt securities are issued in bearer form, we will enter into a supplemental
indenture with the trustee to modify the form of debt security, payment
procedures and other related matters, as appropriate. The prospectus supplement
will indicate whether the debt securities will be in registered or bearer form,
the denominations to be issued, the procedures for payment of interest and
principal thereon, and other matters. No service charge will be made for any
transfer or exchange of the debt securities, but either we or the trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.
GLOBAL SECURITIES
We may also issue debt securities of a series in whole or in part, in
the form of one or more global securities that will be deposited with, or on
behalf of, the depository identified in the prospectus supplement relating to
such series for purposes of book entry registration and transfer. Unless and
until it is exchanged in whole or in part for debt securities in definitive
form, a global security may not be transferred except as a whole by or to the
depository for such global security or its successor, or any nominee of such
depository or successor depository.
The specific terms of the depository arrangement with respect to any
series of debt securities and the rights of and limitations on owners of
beneficial interests in global securities representing debt securities will be
described in the prospectus supplement relating to such debt securities.
CERTAIN COVENANTS OF GANNETT
Limitations of Liens. We will covenant that, so long as any of the debt
securities issued under the indenture remain outstanding, we will not, nor will
we permit any of our restricted subsidiaries, to issue, assume or guarantee any
indebtedness for money borrowed secured by any mortgage, security interest,
pledge, lien or other encumbrance on any of our assets or on any asset of our
restricted subsidiaries, unless the outstanding securities are secured by such
mortgage equally and ratably with such indebtedness. The term "restricted
subsidiary" refers to any subsidiary as of December 26, 1982, which at such date
was primarily engaged in the business of newspaper publishing.
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Notwithstanding the above, this restriction, shall not apply to:
o mortgages on property existing at the time that it is acquired;
o mortgages on property of a corporation existing at the time such
corporation is merged into or consolidated with us or one of our
restricted subsidiaries, or at the time of a sale, lease or other
disposition of the properties of a corporation or firm as an
entirety or substantially as an entirety to us or one of our
restricted subsidiaries;
o mortgages securing our indebtedness or indebtedness of one of our
restricted subsidiaries owing to a restricted subsidiary or to us;
o mortgages on property to secure indebtedness incurred for the
purpose of financing all or any part of the price of acquisition,
construction or improvement of such property, which indebtedness
is incurred pursuant to a commitment obtained prior to or within
12 months after the later of such acquisition, completion of such
improvements or construction or the placing in operation of such
property;
o mortgages in favor of the United States of America or any state
thereof, or any political subdivision thereof, or in favor of any
other country or any political subdivision thereof, to secure
payments pursuant to any contract or statute or to secure any
indebtedness incurred for the purpose of financing all or any part
of the purchase price or the cost of construction of the property
subject to such mortgages (including without limitation mortgages
incurred in connection with pollution control, industrial revenue
or similar financings);
o mortgages existing on January 27, 1986; or
o any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any mortgage
referred to in the foregoing clauses.
Notwithstanding the above, we may or any of our restricted subsidiaries
may, without securing the outstanding securities, issue, assume or guarantee
secured indebtedness which would otherwise be subject to the above restrictions,
provided that the aggregate amount of such indebtedness which, together with all
attributable debt in respect of sale and leaseback transactions not otherwise
permitted by the indenture, would then be outstanding (not including secured
indebtedness under the foregoing exceptions) does not exceed 5% of our
consolidated shareholders' equity as of the end of the fiscal year preceding the
date of such determination. The term "attributable debt" is defined as the
present value (discounted as provided in the indenture) of the obligation of a
lessee for net rental payments during the remaining term of any lease entered
into in connection with a sale and leaseback transaction.
Limitation on Sale and Leaseback Transactions. Under the terms of the
indenture, we and our restricted subsidiaries are prohibited from entering into
any sale and leaseback transactions with any person (other than transactions
between us and one of our restricted subsidiaries) of any of our assets or
assets of our restricted subsidiaries, except for leases for a term, including
renewals, of not more than three years. Notwithstanding the above, we may enter
into such transactions if:
o we or the restricted subsidiary involved would be entitled to
issue, assume or guarantee indebtedness secured by the asset
involved at least equal in amount to the attributable debt in
respect of such transaction without equally and ratably securing
the outstanding securities;
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o within a period commencing twelve months prior to the consummation
of such sale and leaseback transaction and ending twelve months
after such consummation, we or the restricted subsidiary involved
has expended, or will expend, for our asset or assets or for the
asset or assets of such restricted subsidiary an amount equal to
the proceeds from such sale and leaseback transaction; or
o an amount equal to the greater of the fair value (in the opinion
of our Board of Directors) of such asset or such attributable debt
is applied to the retirement of our funded non-subordinated
indebtedness or that of our restricted subsidiary.
Restrictions on Consolidation, Merger or Sale. We will not consolidate
with or merge into or dispose of all or substantially all of our property to any
corporation unless the surviving corporation (if other than us) shall assume our
obligations under the indenture and immediately after giving effect to such
transactions, no event of default shall have happened and be continuing.
EVENTS OF DEFAULT, WAIVER AND NOTICE
As to each series of debt securities, an event of default is defined in
the indenture as being:
o default for 30 days in payment of any interest on the debt
securities of that series;
o default in payment of principal and premium, if any, on the debt
securities of that series when due either at maturity, upon
redemption including pursuant to any sinking fund, by declaration
or otherwise;
o default by us in the performance of any other of the covenants or
agreements in the indenture which shall not have been remedied for
a period of 60 days after notice;
o the due acceleration of indebtedness of at least $5,000,000
outstanding aggregate principal amount for money borrowed under
the terms of the instruments under which such indebtedness is
issued or secured, such acceleration not having been remedied,
cured or waived; and
o various events involving our bankruptcy, insolvency, or
reorganization.
The indenture provides that the trustee may withhold notice to the
holders of debt securities of any default (except in payment of principal of or
interest or premium on the securities) if the trustee considers it in the
interest of holders of debt securities to do so. No periodic evidence concerning
compliance with the indenture or absence of defaults is required by the
indenture.
The indenture provides that if an event of default due to the default
in the payment of principal, interest or premium, if any, on any series of debt
securities shall have occurred and be continuing, either the Trustee or the
holders of 25% in principal amount of the debt securities of such series
affected thereby then outstanding may declare the principal of all such debt
securities (or, in the case of discounted debt securities, the amount payable
according to the terms of such debt securities) to be due and payable
immediately. The indenture also provides that if an event of default resulting
from default in the performance of any other of the covenants or agreements in
the indenture or from the due acceleration of indebtedness of at least
$5,000,000 outstanding aggregate principal amount shall have occurred and be
continuing and in various events of our bankruptcy, insolvency and
reorganization, either the trustee or the holders of 25% in principal amount of
all series of debt securities then outstanding for which the same entity serves
as trustee (treated as one class) may declare the principal of all such debt
securities to be due
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and payable immediately. Notwithstanding the above, upon certain conditions,
including payment of past due principal and interest, such declarations may be
annulled and past defaults may be waived by the holders of a majority in
principal amount of the debt securities of such series then outstanding.
The holders of a majority in principal amount of the debt securities of
any and all series affected and then outstanding shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the trustee under the indenture, provided that the holders shall have offered
to the trustee reasonable indemnity against expenses and liabilities.
DEFEASANCE
The indenture does not provide specifically for defeasance of any
series of debt securities other than during the one year period immediately
preceding the maturity of such series. However, we may amend the indenture to
provide that, with respect to any series of debt securities to be issued after
the date of the amendment, we will be entitled to defease any series of debt
securities issued on or after the date thereof upon specified conditions. The
defeasance amendment would provide that the indenture will cease to be of
further effect with respect to a given series (except as to our obligations to
compensate, reimburse and indemnify the trustee pursuant to the indenture with
respect to such series), and we will be deemed to have satisfied and discharged
the indenture with respect to such series, if:
o we deposit or cause to be deposited with the trustee an amount in
cash or the equivalent in securities of the government which
issued the currency in which the debt securities are denominated
(or government agencies backed by the full faith and credit of
such government) sufficient to pay and discharge the principal at
maturity of and interest, if any, to the date of maturity on such
series; and
o if we have paid or caused to be paid all other sums payable by us
under the indenture with respect to such series.
The amendment would provide further that, in the event of any such
defeasance, holders of those debt securities would be able to look only to that
trust fund for payment of principal and premium, if any, and interest, if any,
on the debt securities until maturity. The amendment would also provide that the
deposit described above may only be made if the trustee has received an opinion
of counsel to the effect that, as a result of the deposit, registration would
not be required under the Investment Company Act of 1940, as amended, by the
depositing party, the trust funds representing such deposit or the trustee.
The defeasance may be treated as a taxable exchange of the related debt
securities for an issue of obligations of the trust or a direct interest in the
cash and securities held in the trust. In that case holders of the debt
securities would recognize gain or loss as if the trust obligations or the cash
or securities deposited, as the case may be, had actually been received by them
in exchange for their debt securities. The holders thereafter might be required
to include in income a different amount than would be includible in the absence
of defeasance. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS
AS TO THE SPECIFIC CONSEQUENCES OF DEFEASANCE.
MODIFICATION OF THE INDENTURE
The indenture contains provisions permitting us and the trustee, with
the consent of the holders of not less than a majority in principal amount of
the debt securities of all series affected by such modification at the time
outstanding, to modify the Indenture or any supplemental indenture or the rights
of the holders of the debt securities; provided, that no such modification
shall:
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o extend the final maturity of any debt security, or reduce the
principal amount thereof (including in the case of an original
issue discounted debt security, the amount payable thereon in the
event of acceleration or the amount provable in bankruptcy) or any
redemption premium thereon, or reduce the rate or extend the time
of payment of interest thereon, or impair or affect the right of
any holder of debt securities to institute suit for the payment
thereof or the right of repayment, if any, at the option of the
holder, without the consent of the holder of each debt security so
affected, or
o reduce the aforesaid percentage of debt securities the consent of
the holders of which is required for any such modification without
the consent of the holders of each debt security affected.
The indenture also permits us and the trustee to amend the indenture
without the consent of the holders of debt securities in various other
circumstances, including if we merge or if the trustee with respect to the debt
securities of one or more series is replaced.
THE TRUSTEE
We may maintain a bank account and have other normal banking
relationships with the trustee in the ordinary course of business.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of debt securities. Warrants may
be issued independently or together with any debt securities offered by any
prospectus supplement and may be attached to or separate from the debt
securities. The warrants will be issued under warrant agreements which we will
enter into with a bank or trust company, as warrant agent, which will be set
forth in the prospectus supplement relating to the particular issue of warrants.
The warrant agent will act solely as our agent in connection with the warrant
certificates and will not assume any obligation or relationship of agency or
trust for or with any holders of warrant certificates or beneficial owners of
warrants. A copy of the form of warrant agreement, including the form of warrant
certificate representing the warrants, is filed as an exhibit to the
registration statement of which this prospectus is a part. The following
summaries of certain provisions of the form of warrant agreement and warrant
certificate do not purport to be complete and are subject to, and are qualified
in their entirety by reference to, all the provisions of the warrant agreement
and the warrant certificate.
GENERAL
If warrants are offered, the prospectus supplement will describe the
terms of the warrants, including the following:
o the offering price;
o the currency for which warrants may be purchased;
o the designation, aggregate principal amount, currency and terms of
the debt securities purchasable upon exercise of the warrants;
o if applicable, the designation and terms of the debt securities
with which the warrants are issued and the number of warrants
issued with each such debt security;
-7-
o if applicable, the date on and after which the warrants and the
related debt securities will be separately transferable;
o the principal amount of debt securities purchasable upon the
exercise of one warrant and the price and currency at which such
principal amount of debt securities may be purchased upon such
exercise;
o the date on which the right to exercise the warrants shall
commence and the date on which such right shall expire, referred
to as the expiration date;
o whether the warrants represented by the warrant certificates will
be issued in registered or bearer form; and
o any other terms of the warrants.
Warrant certificates may be exchanged for new warrant certificates of
different denominations, may be presented for registration of transfer (if in
registered form), and may be exercised at the corporate trust office of the
warrant agent or any other office indicated in the prospectus supplement. Prior
to the exercise of their warrants, holders of warrants will not have any of the
rights of holders of the debt securities purchasable upon exercise, including
the right to receive payments of principal of, premium, if any, or interest, if
any, on the debt securities purchasable upon exercise or to enforce covenants in
the indenture.
EXERCISE OF WARRANTS
Each warrant will entitle the holder to purchase a principal amount of
debt securities at the exercise price as shall in each case be set forth in, or
calculable from, the prospectus supplement relating to the warrants. Warrants
may be exercised at any time up to 5:00 p.m. New York time on the expiration
date set forth in the prospectus supplement relating to the warrants. After the
close of business on the expiration date (or such later date to which we may
extend the expiration date), unexercised warrants will become void.
Warrants may be exercised by delivery to the warrant agent of payment
as provided in the prospectus supplement of the amount required to purchase the
debt securities purchasable upon exercise, together with the required
information set forth on the reverse side of the warrant certificate. Warrants
will be deemed to have been exercised upon receipt of the exercise price,
subject to the receipt within five business days of the warrant certificate
evidencing the warrants. Upon receipt of payment and the warrant certificate
properly completed and duly executed at the corporate trust office of the
warrant agent or any other office indicated in the prospectus supplement, we
will, as soon as practicable, issue and deliver the debt securities purchasable
upon that exercise. If fewer than all of the warrants represented by a warrant
certificate are exercised, a new warrant certificate will be issued for the
remaining amount of warrants.
PLAN OF DISTRIBUTION
We may sell the securities being offered hereby directly to purchasers,
through agents, through underwriters, or through dealers. In the applicable
prospectus supplement, we will set forth the terms of the offering of securities
made by that prospectus supplement, including the name or names of any
underwriters, the public offering price and the proceeds we will receive from
that sale, any underwriting discounts and other items constituting underwriters'
compensation, any discounts or commissions
-8-
allowed or reallowed or paid to dealers and any securities exchanges on which
those securities may be listed.
We may directly solicit offers to purchase securities or we may
designate agents from time to time to solicit offers. Any agent involved in the
offer or sale of the securities in respect of which this prospectus is delivered
who may be deemed to be an underwriter, as that term is defined in the
Securities Act of 1933, will be named, and any commissions payable by us to that
agent will be set forth, in the prospectus supplement. Unless otherwise
indicated in the applicable prospectus supplement, any agent will be acting on a
best efforts basis for the period of its appointment (ordinarily five business
days or less).
If an underwriter or underwriters are utilized in the sale, we will
execute an underwriting agreement with such underwriters at the time of sale to
them and the names of the underwriters and the terms of the transaction will be
set forth in the applicable prospectus supplement, which will be used by the
underwriters to make resales of the securities in respect of which this
prospectus is delivered to the public.
If a dealer is utilized in the sale of the securities in respect of
which this prospectus is delivered, then we will sell those securities to the
dealer, as principal. The dealer may then resell those securities to the public
at varying prices to be determined by that dealer at the time of resale.
Agents, underwriters, and dealers may be entitled under the relevant
agreements to indemnification by us against certain liabilities, including
liabilities under the Securities Act of 1933, as amended.
If so indicated in the applicable prospectus supplement, we will
authorize agents and underwriters to solicit offers to purchase securities from
us at the public offering price set forth in the prospectus supplement pursuant
to delayed delivery contracts providing for payment and delivery on the date
stated in the prospectus supplement. Each delayed delivery contract will be for
an amount not less than, and unless we otherwise agree, the aggregate proceeds
of securities pursuant to contracts shall not be less than, nor more than, the
respective proceeds stated in the prospectus supplement. Purchasers with whom
contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and others, but shall in all cases be subject to our
approval. Contracts will not be subject to any conditions except that the
purchase by an institution of the securities covered by its contract shall not
at the time of delivery be prohibited under the laws of any jurisdiction in the
United States to which that institution is subject. A commission indicated in
the applicable prospectus supplement will be paid to underwriters and agents
soliciting purchases of securities pursuant to contracts accepted by us.
The place and time of delivery for the securities in respect of which
this prospectus is delivered will be set forth in the applicable prospectus
supplement.
Underwriters and agents or their affiliates may be customers of, engage
in transactions with or perform services for us or our affiliates in the
ordinary course of business.
LEGAL OPINIONS
Certain legal matters will be passed on for Gannett by Thomas L.
Chapple, Esq., who is our Senior Vice President, General Counsel and Secretary,
and by Nixon Peabody LLP, Washington, D.C., and for any underwriters by Simpson
Thacher & Bartlett, New York, New York. Mr. Chapple owned
-9-
beneficially as of March 3, 2002, 15,728 shares of Gannett's common stock and
has options to purchase 98,330 shares of Gannett's common stock.
EXPERTS
The financial statements incorporated in this prospectus by reference
to the Annual Report on Form 10-K of Gannett Co., Inc. for the period ended
December 30, 2001 have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
-10-
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:
Filing Fee for Registration Statement.................... $ 230,000
Accountants' Fees and Expenses........................... 25,000*
Trustee's Fees and Expenses (including counsel fees)..... 25,000*
Legal Fees and Expenses.................................. 50,000*
Blue Sky and Legal Investment Fees and Expenses.......... 20,000*
Rating Agency Fees....................................... 200,000*
Printing and Engraving Fees.............................. 100,000*
Miscellaneous............................................ 10,000*
---------
Total............................................... $ 660,000
==========
-----------------------------
* Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL") permits
Gannett Co., Inc. (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
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 against any fine, liability,
cost or expense asserted against him or incurred by him in his capacity as such
director or officer, or arising out of his status as such director, officer,
agent, employee, or representative. The Company may maintain insurance, at its
expense, to protect itself and any such person against any such fine, liability,
cost or expense, whether or not the Company would have the power to indemnify
him against such liability under the DGCL.
Section 102(b)(7) of the DGCL permits a provision in the certificate of
incorporation of each corporation organized thereunder, 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
-II-1
of fiduciary duty as a director. Article NINTH of the Certificate 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 16. EXHIBITS
The following Exhibits are filed as part of this Registration
Statement:
Exhibit 1 -- Form of Underwriting Agreement.(1)
Exhibit 4 (a) -- Form of Indenture dated as March 1, 1983, between
Gannett Co., Inc. and Citibank, N.A., as trustee,
relating to the Securities.(2)
(b) -- First Supplemental Indenture dated as of November 5,
1986 between Gannett Co., Inc., Citibank, N.A. and
Sovran Bank, N.A. as successor Trustee.(3)
(c) -- Second Supplemental Indenture dated as of June 1,
1995 among Gannett Co., Inc., NationsBank, N.A. and
Crestar Bank, as successor Trustee. (5)
(d) -- Third Supplemental Indenture dated as of March 14,
2002 among Gannett Co., Inc. and Wells Fargo Bank
Minnesota, National Association, as successor
Trustee. (6)
(e) -- The form or forms of any one or more supplemental
indentures to be entered into in connection with the
original issuance of securities pursuant to this
Registration Statement will be filed as an exhibit to
a Current Report on Form 8-K and incorporated herein
by reference.
(f) -- Form of Note.(4)
(g) -- Form of Debenture.(4)
(h) -- Form of Warrant Agreement.(4)
(i) -- Form of Warrant.(4)
Exhibit 5 -- Opinion of Thomas L. Chapple, Esq. as to the legality
of Securities to be issued.
Exhibit 12 -- Computation of Ratios of Earnings to Fixed Charges. (7)
Exhibit 23 (a) -- Consent of PricewaterhouseCoopers LLP.
(b) -- Consent of Thomas L. Chapple, Esq. included as part
of Exhibit 5.
Exhibit 24 -- Power of Attorney (included in the signature page to
this Registration Statement).
Exhibit 25 -- Form T-1 Statement of Eligibility and Qualification
under the Trust Indenture Act of 1939 of Wells Fargo
Bank Minnesota, National Association. (6)
- ---------------------------
(1) Incorporated by reference to the Company's Report on Form 8-K dated
December 16, 1991 (SEC File No. 1-6961).
(2) Incorporated by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 25, 1983 (SEC File No. 1-6961).
(3) Incorporated by reference to the Company's Current Report on Form 8-K
dated November 5, 1986 (SEC File No. 1-6961).
(4) Incorporated by reference to the Company's Registration Statement on Form
S-3 filed December 17, 1986 (No. 33-10907).
(5) Incorporated by reference to the Company's Current Report on Form 8-K
dated June 1, 1995 (SEC File No. 1-6961).
II-2
(6) Incorporated by reference to the Company's Current Report on Form 8-K
dated March 14, 2002 (SEC File No. 1-6961).
(7) Incorporated by reference to the Company's Current Report on Form 8-K
dated March 11, 2002 (SEC File No. 1-6961).
ITEM 17. UNDERTAKINGS
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 this registration statement (or the most
recent post effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in
the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement.
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if 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 this
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 herein, and the
offering of such securities 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.
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 this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions set forth or described in Item 15 of
this registration statement, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to file an application for
the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
said Act.
II-4
SIGNATURES
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 requirements for filing on Form S-3, and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in McLean, Virginia, on the 3rd day of April, 2002.
GANNETT CO., INC.
By: /s/ Thomas L. Chapple
-------------------------
Thomas L. Chapple
Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on April
3, 2002 in the capacities indicated below.
Signature Title
- --------- -----
/s/ Douglas H. McCorkindale
- --------------------------- Chairman, President,
Douglas H. McCorkindale Chief Executive Officer,
Director
/s/ Larry F. Miller
- ---------------------
Larry F. Miller Executive Vice President/Operations
and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
constitutes and appoints Douglas H. McCorkindale and Thomas L. Chapple, and each
of them, with full power to act without the other, 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
any registration statements filed pursuant to Rule 462(b) promulgated under said
Act 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 either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
II-5
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on April
3, 2002 in the capacities indicated below.
Signature Title
/s/ H. Jesse Arnelle
- ------------------------- Director
H. Jesse Arnelle
/s/ Meredith A. Brokaw
- ------------------------- Director
Meredith A. Brokaw
/s/ James A. Johnson
- ------------------------- Director
James A. Johnson
/s/ Stephen P. Munn
- ------------------------- Director
Stephen P. Munn
/s/ Samuel J. Palmisano
- ------------------------- Director
Samuel J. Palmisano
/s/ Donna E. Shalala
- ------------------------- Director
Donna E. Shalala
/s/ Karen Hastie Williams
- ------------------------- Director
Karen Hastie Williams
II-6
Exhibit 5
[Gannett Letterhead]
April 3, 2002
Gannett Co., Inc.
7950 Jones Branch Drive
McLean, Virginia 22107
Ladies and Gentlemen:
As General Counsel of Gannett Co., Inc., a Delaware corporation (the
"Company"), I have acted as counsel for the Company in connection with the
preparation of a shelf Registration Statement on Form S-3 (the "Registration
Statement") being filed with the Securities and Exchange Commission in
connection with the issuance, from time to time, of up to $2,500,000,000
aggregate principal amount of debt securities ("Debt Securities") and warrants
to purchase debt securities ("Warrants") of the Company. The Debt Securities, if
issued, will be issued pursuant to an indenture dated as of March 1, 1983
between the Company and Citibank, N.A., as the trustee, as amended from time to
time (the "Indenture"). The Warrants, if issued, will be issued pursuant to a
Warrant Agreement in substantially the form filed as an exhibit to the
Registration Statement.
As counsel to the Company, I have examined originals or copies
certified, or otherwise identified to my satisfaction, of such documents,
corporate records and instruments as I have deemed necessary or advisable for
the purpose of this opinion. Based upon the foregoing, I am of the opinion that
when (a) the U.S. Securities and Exchange Commission shall have entered
appropriate orders declaring the Registration Statement and any amendments
thereto effective and the Registration Statement shall remain effective, and (b)
the Debt Securities and/or Warrants have been duly authorized and duly executed
by the Company and, if appropriate, authenticated as provided in the Indenture
or the Warrant Agreement and when duly paid for and delivered pursuant to a sale
in the manner described in the Registration Statement, including the prospectus
forming a part thereof and any prospectus supplement relating thereto, the Debt
Securities and/or Warrants will be validly issued by the Company and will
constitute valid and binding obligations of the Company, enforceable in
accordance with their terms, subject to any applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other laws relating to or
affecting creditors' rights generally and general principles of equity.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to being named under the caption "Legal Opinions" in
the prospectus included in the Registration Statement
with respect to the matters stated herein. In giving such consent, I do not
admit that I am in the category of persons whose consent is required under
Section 7 of the Act.
I hereby further consent to the incorporation by reference of this
opinion into a subsequent registration statement filed by the Company pursuant
to Rule 462(b) under the Securities Act of 1933 and to the filing of this
opinion as an exhibit to applications to the securities commissioners of the
various states of the United States, to the extent so required, in connection
with the registration of the Debt Securities and/or Warrants.
This opinion is intended solely for your benefit in connection with the
transaction described above and, except as provided in the two immediately
preceding paragraphs, may not be otherwise communicated to, reproduced, filed
publicly or relied upon by, any other person or entity for any other purpose
without my express prior written consent. This opinion is limited to the matters
stated herein, and no opinion or belief is implied or may be inferred beyond the
matters expressly stated herein.
Very truly yours,
/s/ Thomas L. Chapple
------------------------
Thomas L. Chapple
Senior Vice President, General Counsel
and Secretary
Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 7, 2002 relating to the
financial statements, which appears in the 2001 Annual Report to Shareholders,
which is incorporated by reference in Gannett Co., Inc.'s Annual Report on Form
10-K for the year ended December 30, 2001. We also consent to the incorporation
by reference of our report dated February 7, 2002 relating to the financial
statement schedules, which appears in such Annual Report on Form 10-K. We also
consent to the reference to us under the heading "Experts" in such Registration
Statement.
/s/PRICEWATERHOUSECOOPERS LLP
- -------------------------------
PRICEWATERHOUSECOOPERS LLP
McLean, VA
March 29, 2002