UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 13, 2002
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GANNETT CO., INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-6961 16-0442930
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.
7950 Jones Branch Drive, McLean, Virginia 22107
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 854-6000
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
Exhibits with respect to the sale by Gannett Co., Inc. (the "Company")
of $600 million aggregate principal amount of 4.950% Notes due 2005, $700
million aggregate principal amount of 5.500% Notes due 2007 and $500 million
aggregate principal amount of 6.375% Notes due 2012 are filed herewith in
connection with the Company's registration statements on Form S-3 (Nos.
33-63673, 33-58686 and 333-84144).
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
Exhibit 1 Underwriting Agreement dated March 11, 2002 between the Company and
Banc of America Securities LLC, Banc One Capital Markets, Inc. and
J.P. Morgan Securities Inc., as representatives of the several
underwriters
Exhibit 4.13 Form of 4.950% Note due 2005
Exhibit 4.14 Form of 5.500% Note due 2007
Exhibit 4.15 Form of 6.375% Note due 2012
Exhibit 4.16 Third Supplemental Indenture, dated as of March 14, 2002, between the
Company and Wells Fargo Bank Minnesota, N.A., as Trustee
Exhibit 10.11 Competitive Advance and Revolving Credit Agreement dated as of March
11, 2002 among the Company, the several lenders from time to time
parties thereto, Bank of America, N.A., as Administrative Agent, JP
Morgan Chase Bank and Bank One NA, as Co-Syndication Agents, and
Barclays Bank PLC, as Documentation Agent
Exhibit 25 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 13, 2002 GANNETT CO., INC.
By: \s\ George R. Gavagan
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George R. Gavagan
Vice President and Controller
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EXHIBIT INDEX
Exhibit 1 Underwriting Agreement dated March 11, 2002 between the Company and
Banc of America Securities LLC, Banc One Capital Markets, Inc. and
J.P. Morgan Securities Inc., as representatives of the several
underwriters
Exhibit 4.13 Form of 4.950% Note due 2005
Exhibit 4.14 Form of 5.500% Note due 2007
Exhibit 4.15 Form of 6.375% Note due 2012
Exhibit 4.16 Third Supplemental Indenture, dated as of March 14, 2002, between the
Company and Wells Fargo Bank Minnesota, N.A., as Trustee
Exhibit 10.11 Competitive Advance and Revolving Credit Agreement dated as of March
11, 2002 among the Company, the several lenders from time to time
parties thereto, Bank of America, N.A., as Administrative Agent, JP
Morgan Chase Bank and Bank One NA, as Co-Syndication Agents, and
Barclays Bank PLC, as Documentation Agent
Exhibit 25 Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended