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

February 12, 2003

(Date of Report)

FISHER COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Charter)

Washington	000-22439	91-0222175
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1525 One Union Square, 600 University Street, Seattle, Washington, 98101-3185

(Address of Principal Executive Offices, including Zip Code)

(206) 404-7000

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

On February 12, 2003, Fisher Communications, Inc. (the “Company”) issued a press release regarding several matters, including fourth quarter and year-end 2002 financial results, the completion of a review of strategic alternatives by the Company’s Board of Directors and the retirement of director John Mangels. A copy of that press release is attached hereto as exhibit 99.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c) Exhibits

99.1	Press Release issued February 12, 2003.
99.2	Letter to Employees dated February 12, 2003.
99.3	Letter to Shareholders dated February 12, 2003.

Item 9. Regulation FD Disclosure.

The Company sent to its employees a letter dated February 12, 2003 regarding the completion of a review of strategic alternatives by the Company’s Board of Directors. A copy of that letter to employees is furnished and not filed hereto as Exhibit 99.2 pursuant to Regulation FD.

The Company mailed to its shareholders a letter dated February 12, 2003 regarding the completion of a review of strategic alternatives by the Company’s Board of Directors. A copy of that letter to shareholders is furnished and not filed hereto as Exhibit 99.3 pursuant to Regulation FD.

Some of the statements in the exhibits to this Form 8-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all passages containing verbs such as ‘aims, anticipates, believes, estimates, expects, hopes, intends, plans, predicts, projects or targets’ or nouns corresponding to such verbs. Forward-looking statements also include any other passages that are primarily relevant to expected future events or that can only be fully evaluated by events that will occur in the future. Forward-looking statements in the exhibits include, without limitation, the statement regarding the expectation of the company that it will use the majority of the proceeds of selected asset sales to further reduce debt and strengthen its balance sheet, the statement regarding the expected amount and use of proceeds of the sale of the Georgia stations, the statement of belief regarding the company’s direction, the statement regarding the determination that the company should continue to position its operations for improved performance, and the statement regarding capitalizing on initiatives that will increase the revenue base. There are many risks and uncertainties that could cause actual results to differ materially from those predicted in our forward-looking statements. Without limitation, these factors include the following: future asset sales may not take place, the company may decide to use proceeds from such sales, if they occur, for purposes other than debt reduction or strengthening the balance sheet, such as pursuing other business opportunities, the sale of the Georgia stations is subject to closing conditions and may not occur, or may not occur on terms previously announced, if those closing conditions are not satisfied, and the risk that the company’s positioning for improved performance may not result in improved performance and that the company may be unable to capitalize on initiatives to increase its revenue base, due to, among other factors, the weak economy in the Northwest, the possible continuation of a weak advertising market, and the possible continued weak performance by the ABC television network, all of which could adversely affect the company’s business and results of operations. Other factors that could cause actual results to differ materially from those predicted in our forward-looking statements are set out in the company’s reports filed with the SEC, including its Annual Report on Form 10-K filed on March 27, 2002 and its Quarterly Report on Form 10-Q for the third quarter of 2002, filed on November 14, 2002.

SIGNATURE

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.

	FISHER COMMUNICATIONS, INC.
	By:	/s/ David Hillard
Dated: February 12, 2003		David D. Hillard Senior Vice President Chief Financial Officer

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Exhibit Index

99.1	Press Release issued February 12, 2003.
99.2	Letter to Employees dated February 12, 2003.
99.3	Letter to Shareholders dated February 12, 2003.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT: Christopher G. Wheeler of Fisher Communications, Inc. 206-404-6784 Drew Brown/Jim Barron of Citigate Sard Verbinnen 212-687-8080

FISHER COMMUNICATIONS ANNOUNCES FOURTH QUARTER AND YEAR-END 2002 RESULTS

BOARD OF DIRECTORS COMPLETES STRATEGIC REVIEW

FISHER TO CONTINUE TO EXECUTE STRATEGY AS AN INDEPENDENT COMPANY

SEATTLE, WASHINGTON—February 12, 2003—Fisher Communications (NASDAQ:FSCI) today announced its financial results for the fourth quarter and year-end 2002. The company also announced that following a four-month review of strategic alternatives, with assistance from financial advisor, Goldman, Sachs & Co., its board of directors has directed management to continue to execute its restructuring plan. The plan includes focusing on core businesses, streamlining operations, and seeking to further reduce operating expenses and to increase the company’s revenue base. In addition, the company expects to use the majority of the proceeds of selected asset sales to further reduce debt and strengthen its balance sheet.

Financial Results

Consolidated net income for the fourth quarter of 2002 was $3,165,000 or $.37 per share, including net gain on real estate sales amounting to $7,160,000 and after tax loss on derivative instruments amounting to $3,757,000. Consolidated net loss for the fourth quarter of 2001 was $1,762,000 or $.20 per share.

Consolidated net loss for the year ended December 31, 2002 was $1,991,000 or $.23 per share. These results include the after tax effects of gain from sales of real estate amounting to $10,904,000; net gain on derivative instruments amounting to $1,029,000; and costs relating to the wind-up of discontinued milling operations amounting to $500,000. Consolidated net loss for the year ended December 31, 2001 was $8,263,000 or $.96 per share.

Completion of Strategic Review

Commenting on the company’s strategic review, Fisher President & CEO, William W. Krippaehne Jr. said that, “After reviewing potential alternatives, the board concluded that the alternative of aggressively pursuing our strategic restructuring plan is in the best interest of the company and its

shareholders.” Noting that media companies are experiencing one of the most difficult advertising markets in decades, he added, “The board determined that the company should remain independent and continue to position its operations for improved performance.”

“The board conducted a careful review which included acquisition proposals and the company’s other strategic alternatives,” said Krippaehne, and “On completion of this review, the board determined that the proposals and the company’s other alternatives did not represent the best means to create shareholder value.”

As part of Fisher’s restructuring program, the company is expected to receive $40 million from the pending sale of its two Georgia television stations in addition to the $61 million already received from the sale of real estate holdings during the past year. Proceeds from this sale will be used primarily to reduce debt.

Fisher Board Member, John D. Mangels, Retires

John D. Mangels, the former Chairman & CEO of Security Pacific Bancorporation Northwest & Security Pacific Bank Washington, today announced his retirement from Fisher’s Board of Directors, on which he has served for the past 12 years. Mr. Mangels also departed the board’s audit committee that he had chaired since 1993. “John’s experience and perspective have been a great asset to our company and we wish him well in his retirement,” said Mr. Krippaehne.

“It has been an honor and a privilege to serve on the board and its committees and I’m pleased to have participated in the strategic review before retiring,” said Mr. Mangels. “I believe the company is headed in the right direction and I wish it well.”

James W. Cannon, a member of the board since 1993, has replaced Mr. Mangels as Chairman of Fisher’s Audit Committee. Mr. Cannon is a retired Executive Vice President of SAFECO Corporation and retired President of its Property and Casualty Insurance Companies.

Fisher Communications, Inc. is a Seattle-based communications and media company focused on creating, aggregating, and distributing information and entertainment to a broad range of audiences. Its 12 network-affiliated television stations are located primarily in the Northwest, and its 28 radio stations broadcast in Washington, Oregon, and Montana. Other media operations include Fisher Entertainment, a program production business, as well as Fisher Pathways, a satellite and fiber transmission provider, and Fisher Plaza, a digital communications hub located in Seattle.

# # #

Some of the statements in this press release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all passages containing verbs such as ‘aims, anticipates, believes, estimates, expects, hopes, intends, plans, predicts, projects or targets’ or nouns corresponding to such verbs. Forward-looking statements also include any other passages that are primarily relevant to expected future events or that can only be fully evaluated by events that will occur in the future. Forward-looking statements in this press release include, without limitation, the statement regarding the expectation of the company that it will use the majority of the proceeds of selected asset sales to further reduce debt and strengthen its balance sheet, the statement regarding the expected amount and use of proceeds of the sale of the Georgia stations, the statement of belief regarding the company’s direction, and the statement regarding the determination that the company should continue to position its operations for improved performance. There are many risks and uncertainties that could cause actual results to differ materially from those predicted in our forward-looking statements. Without limitation, these factors include the following: future asset sales may not take place, the company

may decide to use proceeds from such sales, if they occur, for purposes other than debt reduction or strengthening the balance sheet, such as pursuing other business opportunities, the sale of the Georgia stations is subject to closing conditions and may not occur, or may not occur on terms previously announced, if those closing conditions are not satisfied, and the risk that the company’s positioning for improved performance may not result in improved performance, due to, among other factors, the weak economy in the Northwest, the possible continuation of a weak advertising market, and the possible continued weak performance by the ABC television network, all of which could adversely affect the company’s business and results of operations. Other factors that could cause actual results to differ materially from those predicted in our forward-looking statements are set out in the company’s reports filed with the SEC, including its Annual Report on Form 10-K filed on March 27, 2002 and its Quarterly Report on Form 10-Q for the third quarter of 2002, filed on November 14, 2002.

EX-99.2

Exhibit 99.2

February 12, 2003

Dear Fellow Employee:

As you know, over the past several months our board has been reviewing the company’s strategic alternatives. That review has now been completed and, as you can see from the attached press release, the board has concluded that it is in the best interest of the company and its shareholders for Fisher to remain independent and continue to execute the restructuring plan.

You should know that the board understands that we are operating in a difficult business environment and has asked me to pass along to you its thanks for your efforts and commitment during these uncertain times. In fact, the board’s decision in large part reflects the confidence it has in Fisher’s employees.

Now that we’ve completed this review, we must all work together to continue to deliver on our business plan: focusing on our core businesses, streamlining our operations and seeking to reduce operating expenses, and capitalizing on initiatives that will increase the revenue base. Of course, we’ll still need to make some difficult decisions, but I believe we have the right people and strategy in place to work through one of the most difficult advertising markets in decades and emerge as a stronger, leaner business.

Thanks again for your continued dedication and hard work.

William W. Krippaehne Jr.

President & CEO

EX-99.3

Exhibit 99.3

February 12, 2003

Dear Shareholder:

As you will recall, our board of directors has undertaken a four-month review of the company’s strategic alternatives with assistance from financial advisor, Goldman, Sachs & Co. After completing this careful review, the board has concluded that aggressively pursuing our strategic restructuring plan is in the best interest of the company and its shareholders. We have enclosed our letter to employees and a copy of the company’s press release announcing the decision of Fisher’s Board of Directors that also includes Fisher’s fourth quarter and year-end 2002 results.

We greatly appreciate your patience during the review of strategic alternatives and your continued support.

Sincerely,
Donald G. Graham, Jr. Chairman of the Board	William W. Krippaehne Jr. President & CEO