-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DqfpveNfuYD0/xoK9HF2A/5mwiuqgcdkzsusugwzSdVWWyeSj+Xd+Rnp31qokVlI z50Ig4DbZ/wG22gHl6f/JQ== 0001032210-99-000532.txt : 19990415 0001032210-99-000532.hdr.sgml : 19990415 ACCESSION NUMBER: 0001032210-99-000532 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990412 ITEM INFORMATION: FILED AS OF DATE: 19990414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FISHER COMPANIES INC CENTRAL INDEX KEY: 0001034669 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 910222175 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22439 FILM NUMBER: 99593387 BUSINESS ADDRESS: STREET 1: 1525 ONE UNION SQU STREET 2: 600 UNIVERSITY ST CITY: SEATTLE STATE: WA ZIP: 98101-3185 BUSINESS PHONE: 2066242752 MAIL ADDRESS: STREET 1: 1525 ONE UNION SQU STREET 2: 600 UNIVERSITY ST CITY: SEATTLE STATE: WA ZIP: 98101-3185 8-K 1 FORM 8-K 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): April 12, 1999 FISHER COMPANIES INC. (Exact name of registrant as specified in its charter) WASHINGTON (State or other jurisdiction of incorporation) 000-22349 91-0222175 ------------------ ------------------ (Commission File Number) IRS Employer Identification No. 1525 One Union Square 600 University Street Seattle, Washington 99101-3185 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (206) 624-2752 Item 5 - Other Events Fisher Companies Inc. (FSCI) today announced its plans not to proceed with a common stock recapitalization that had been proposed to its shareholders in its Proxy Statement in connection with the Company's annual shareholders meeting on April 29, 1999. The Company's Board of Directors will act formally on management's recommendation to withdraw the proposal and a related proposal regarding the adoption of a new employee incentive plan at a Special Meeting on April 19th. In the course of continuing due diligence and the finalization of the Company's 1999 Proxy Statement, the Company was made aware of certain concerns regarding NASDAQ's interpretation of its voting rights standards as applied to certain features of the proposed recapitalization. Subsequent contacts with NASDAQ and consultations with the New York Stock Exchange have caused the Company to determine that the concerns raised by NASDAQ and the NYSE are likely to preclude the Company from listing its shares on such exchanges in the future, if the recapitalization proposal is implemented. The Company's common stock is not listed on NASDAQ or any national exchange, although the Company may apply for listing in the future. Accordingly, the recapitalization proposal (and the related adoption of a new employee incentive plan) will be withdrawn from consideration and shareholder vote at the Company's annual shareholders meeting scheduled later this month. Item 7 - Financial Statements and Exhibits None 2 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: April 12, 1999 FISHER COMPANIES INC. By: /s/ David D. Hillard ---------------------- David D. Hillard Senior Vice President, Chief Financial Officer and Secretary 3 -----END PRIVACY-ENHANCED MESSAGE-----