Item 1. Business. Business of the Company (Annual Report pp. 51-58).
Item 2.
Item 2. Properties. Properties (Annual Report pp. 39, 54, 55, 57, 62 and 63); Corporate Facilities (Annual Report p. 57); Gannett Properties (Annual Report pp. 64-68).
Item 3.
Item 3. Legal Proceedings. Note 9 - Commitments and Contingent Liabilities - Litigation (Annual Report p. 46). Regulation (Annual Report pp. 54-55).
Item 4.
Item 4. Submission of Matters Not Applicable. to a Vote of Security Holders.
Part II - ------- Item 5.
Item 5. Market for Registrant's Market for the Company's Common Equity and Common Stock (Inside back Related Stockholder cover); Approximate Number of Matters. Common Stockholders (Annual Report p. 1); Common Stock Prices (Annual Report p. 25); Dividends (Annual Report p. 33).
Item 6.
Item 6. Selected Financial Eleven-Year Summary and Notes Data. to Eleven-Year Summary (Annual Report pp. 48-50).
Item 7.
Item 7. Management's Discussion Management's Discussion and and Analysis of Analysis of Results of Financial Condition and Operations and Financial Results of Operations. Position (Annual Report pp. 26-33).
Item 8.
Item 8. Financial Statements Consolidated Financial State- and Supplementary Data. ments and Notes to Consoli- dated Financial Statements (Annual Report pp. 34-46). Effects of inflation and chang- ing prices (Annual Report p. 33). Quarterly Statements of Income (Annual Report pp. 60-61).
Item 9.
Item 9. Changes in and Disagreements None. with Accountants on Account- ing and Financial Disclosure.
Part III - -------- Item 10.
Item 10. Directors and Executive Executive Officers of the Officers of the Registrant. Company are listed below:
Thomas L. Chapple - General Counsel, Vice President, and Secretary. Susan Clark-Jackson - President, Gannett West Newspaper Group, and President and Publisher, Reno (Nev.) Gazette-Journal. Michael J. Coleman - President, Gannett South Newspaper Group, and President and Publisher, FLORIDA TODAY at Brevard County. John J. Curley - Chairman, President, and Chief Executive Officer. Thomas Curley - President and Publisher, USA TODAY. Philip R. Currie - Vice President, News, Newspaper Division. Donald W. Davidson - President, Gannett Outdoor Group. Gerard R. DeFrancesco - President, Gannett Radio. Thomas J. Farrell - President, Gannett New Media Group. Millicent A. Feller - Senior Vice President, Public Affairs and Government Relations. Lawrence P. Gasho - Vice President, Financial Analysis. George R. Gavagan, Vice President, Corporate Accounting Services Madelyn P. Jennings - Senior Vice President, Personnel. Douglas H. McCorkindale - Vice Chairman, and Chief Financial and Administrative Officer. Larry F. Miller - Senior Vice President, Financial Planning, and Controller. Peter S. Prichard - Senior Vice President, News/Chief News Executive, Gannett, and Editor, USA TODAY. W. Curtis Riddle - President, Gannett East Newspaper Group, and President and Publisher, Lansing (Mich.) State Journal. Carleton F. Rosenburgh - Senior Vice President, Gannett Newspaper Division. Gary F. Sherlock - Vice President, Gannett Metro Newspaper Group, and President and Publisher, Gannett Suburban Newspapers. Mary P. Stier - President, Gannett Central Newspaper Group, and President and Publisher, Rockford Register Star Jimmy L. Thomas - Senior Vice President, Financial Services and Treasurer. Ronald Townsend - President, Gannett Television. Frank J. Vega - President and Chief Executive Officer, Detroit Newspaper Agency. Cecil L. Walker - President, Gannett Broadcasting. Gary L. Watson - President, Gannett Newspaper Division. Susan V. Watson - Vice President, Investor Relations.
Information concerning the Executive Officers of the Company is included in the Annual Report on pages 22 through 23. Information concerning the Board of Directors of the Company is incorporated by reference to the Company's definitive Proxy Statement pursuant to General Instruction G(3) to Form 10-K.
Item 11.
Item 11. Executive Compensation. Incorporated by reference to the Company's definitive Proxy Statement pursuant to General Instruction G(3) to Form 10-K.
Item 12.
Item 12. Security Ownership of Certain Incorporated by reference to the Beneficial Owners and Company's definitive Proxy Statement Management. pursuant to General Instruction G(3) to Form 10-K.
Item 13.
Item 13. Certain Relationships and Incorporated by reference to the Related Transactions. Company's definitive Proxy Statement pursuant to General Instruction G(3) to Form 10-K.
Part IV - ------- Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. -----------------------------------------------------------------
(a) Financial Statements, Financial Statement Schedules and Exhibits.
(1) Financial Statements.
The following financial statements of the Company and the accountants' report thereon are included on pages 34 through 47 of the Company's 1993 Annual Report to Shareholders and are incorporated herein by reference:
Consolidated Balance Sheets as of December 26, 1993 and December 27, 1992.
Consolidated Statements of Income - Fiscal Years Ended December 26, 1993, December 27, 1992, and December 29, 1991.
Consolidated Statements of Cash Flows - Fiscal Years Ended December 26, 1993, December 27, 1992, and December 29, 1991.
Consolidated Statements of Changes in Shareholders' Equity - Fiscal Years Ended December 26, 1993, December 27, 1992, and December 29, 1991.
Notes to Consolidated Financial Statements.
Report of Independent Accountants.
(2) Financial Statement Schedules.
The following financial statement schedules are incorporated by reference to "Schedules to Form 10-K Information - December 26, 1993, December 27, 1992, and December 29, 1991" appearing on pages 62 through 63 of the Company's 1993 Annual Report to Shareholders:
Schedule V - Property, Plant and Equipment.
Schedule VI - Accumulated Depreciation and Amortization of Property, Plant and Equipment.
Schedule VIII - Valuation and Qualifying Accounts.
Schedule X - Supplementary Income Statement Information.
The Report of Independent Accountants on Financial Statement Schedules appears on page 8 of this Annual Report on Form 10-K.
Note: Financial statements of the registrant are omitted as the registrant is primarily an operating company and the aggregate of the minority interest in and the debt of consolidated subsidiaries is not material in relation to total consolidated assets. All other schedules are omitted as the required information is not applicable or the information is presented in the consolidated financial statements or related notes.
(3) Pro Forma Financial Information.
Not Applicable.
(4) Exhibits.
See Exhibit Index for list of exhibits filed with this Annual Report on Form 10-K. Management contracts and compensatory plans or arrangements are identified with asterisks on the Exhibit Index.
(b) Reports on Form 8-K.
None.
UNDERTAKING (included for purposes of incorporation by reference in the Company's Registration Statements on Form S-8)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or 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 Act 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 with the securities being registered, the Company 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.
REPORT OF INDEPENDENT ACCOUNTANTS ON ------------------------------------ FINANCIAL STATEMENT SCHEDULES -----------------------------
To the Board of Directors and Shareholders of Gannett Co., Inc.
Our audits of the consolidated financial statements referred to in our report dated January 27, 1994 appearing on page 47 of the 1993 Annual Report to Shareholders of Gannett Co., Inc. (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedules listed in Item 14(a) of this Form 10-K. In our opinion, these Financial Statement Schedules present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
s/ PRICE WATERHOUSE - ---------------------- PRICE WATERHOUSE Washington, D.C. January 27, 1994
SIGNATURES ----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: February 22, 1994 GANNETT CO., INC. --------------------- (Registrant)
By s/ Douglas H. McCorkindale --------------------------------- Douglas H. McCorkindale, Vice Chairman, and Chief Financial and Administrative Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Dated: February 22, 1994 By s/ John J. Curley --------------------------------- John J. Curley, Director, and Chairman, President and Chief Executive Officer
Dated: February 22, 1994 By s/ Douglas H. McCorkindale --------------------------------- Douglas H. McCorkindale, Director, and Vice Chairman, and Chief Financial and Administrative Officer
Dated: February 22, 1994 By s/ Larry F. Miller --------------------------------- Larry F. Miller, Senior Vice President, Financial Planning and Controller
Dated: February 22, 1994 By s/ Andrew F. Brimmer --------------------------------- Andrew F. Brimmer, Director
Dated: February 22, 1994 By s/ Meredith A. Brokaw --------------------------------- Meredith A. Brokaw, Director
Dated: February 22, 1994 By s/ Rosalynn Carter --------------------------------- Rosalynn Carter, Director
Dated: February 22, 1994 By s/ Peter B. Clark --------------------------------- Peter B. Clark, Director
Dated: February 22, 1994 By s/ Stuart T. K. Ho --------------------------------- Stuart T.K. Ho, Director
Dated: February 22, 1994 By s/ --------------------------------- John J. Louis, Jr., Director
Dated: February 22, 1994 By s/ Rollan D. Melton --------------------------------- Rollan D. Melton, Director
Dated: February 22, 1994 By s/ Thomas A. Reynolds --------------------------------- Thomas A. Reynolds, Jr., Director
Dated: February 22, 1994 By s/ Carl T. Rowan --------------------------------- Carl T. Rowan, Director
Dated: February 22, 1994 By s/ Dolores D. Wharton --------------------------------- Dolores D. Wharton, Director