-----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, GeYAnDwbIg/cHhqbjukhOQNL0w2BFBXY7bZp9DP4zcRV2aEIfRzv+H8XocrpFIfA N9vvUXPWY/N3xs3KpDv6DQ== 0001032210-99-000874.txt : 19990603 0001032210-99-000874.hdr.sgml : 19990603 ACCESSION NUMBER: 0001032210-99-000874 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990528 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990602 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: 99639396 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): May 28, 1999 FISHER COMPANIES INC. (Exact name of registrant as specified in its charter) WASHINGTON (State or other jurisdiction of incorporation) 0-22439 91-0222175 ------------------------------ --------------------------------- (Commission File Number) IRS Employer Identification No. 1525 One Union Square 600 University Street Seattle, Washington 98101-3185 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (206) 624-2752 Item 5 - Other Events On May 28, 1999, Fisher Companies Inc. ("FSCI") announced an agreement under which FSCI and its wholly-owned subsidiary, Fisher Mills Inc. ("Fisher Mills") will acquire the 50% interest of Koch Agriculture Company ("Koch Agriculture") in the Blackfoot, Idaho flour milling facility that Fisher Mills currently owns jointly with Koch Agriculture. Following the acquisition, FSCI and Fisher Mills will own 100% of the Blackfoot milling facility. Fisher Mills and Koch Agriculture have each owned a 50% interest in the limited liability company that owns and operates the Blackfoot milling facility since July 1996. The facility, which commenced operations of a compact flour mill in April 1997, was significantly expanded during 1998 through the construction of a conventional flour mill, which began operations in December 1998. The proposed acquisition will be consummated pursuant to the terms of a Membership Purchase Agreement among FSCI, Fisher Mills and Koch Agriculture dated as of May 28, 1999. Total consideration for Koch Agriculture's interest in the limited liability company is $19,000,000. Following the consummation of the acquisition, the name of the name of the limited liability company will be changed from Koch Fisher Mills L.L.C. to Fisher Mills L.L.C. Consummation of the purchase, which is expected in the second quarter of 1999, is subject to various conditions including the receipt of applicable regulatory approvals. For additional information regarding the acquisition, reference is made to the press release dated June 2, 1999, which is attached to this report as Exhibit 99, and incorporated herein by reference. Item 7 - Financial Statements and Exhibits (a) Financial statements - not applicable. (b) Pro forma financial information - not applicable. (c) Exhibits: (99) Press Release issued by FSCI, dated June 2, 1999 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: June 2, 1999 FISHER COMPANIES INC. By: /s/ David D. Hillard -------------------- David D. Hillard Senior Vice President, Chief Financial Officer and Secretary 3 EX-99 2 PRESS RELEASE ISSUED BY FSCI EXHIBIT 99 FOR IMMEDIATE RELEASE Contact: Christopher Wheeler of Fisher Companies Inc., 206-224-6784, or Mary Beth Jarvis of Koch Industries, Inc., 316-828-3756 FISHER COMPANIES AND KOCH INDUSTRIES ANNOUNCE RESTRUCTURING OF BLACKFOOT LLC SEATTLE, WASHINGTON--JUNE 2, 1999--Fisher Companies Inc. (FSCI) and Koch Agriculture Company have announced an agreement under which FSCI and its wholly- owned subsidiary, Fisher Mills Inc., will acquire Koch Agriculture's 50% interest in the jointly owned Blackfoot, Idaho flour milling facility. Following the acquisition, Fisher Companies and Fisher Mills will own 100% of the Blackfoot facility, which will be maintained under the current limited liability structure and renamed Fisher Mills L.L.C. Fisher Mills and Koch Agriculture have each owned 50% interest in the LLC entity that has owned and operated the Blackfoot facility since July 1996. The facility, which began operation of a compact flour mill in April 1997, was expanded significantly during 1998 through construction of a conventional mill with a capacity of 12,500 cwt. The proposed acquisition will be consummated pursuant to the terms of a Membership Purchase Agreement among FSCI, Fisher Mills, and Koch Agriculture dated May 28, 1999. The purchase, which is expected to close on or about July 1, 1999, is subject to various conditions including the receipt of applicable regulatory approvals. R. Bryce Seidl, President and CEO of Fisher Mills characterized the acquisition of Koch's interest as a measure of Fisher's commitment to advancing the flour milling industry. "The Blackfoot Mill represents the best technologies available today in the milling industry. We believe this mill will set new standards for quality, consistency, and efficiency in North American milling. With its location in a major wheat growing area and with excellent transportation links to our Western markets, our ability to serve customers and their growing markets with quality managed from the field to the marketplace is now stronger than ever." "We're very excited to be turning our interest in this facility over to our partner Fisher Mills," said Dan Kilby, vice president, Koch Agriculture. "They're a great company with a proven history in flour milling and a long-term commitment to this business." "Koch's vision for agriculture is smaller now than it has been," Kilby continued. "A few months ago, we made a decision to more exclusively focus on our pizza crust joint venture, our ranches, and our animal feed capability-- which includes our subsidiaries Purina Mills, Inc. and Koch Nutrient Services. So, we began discussions with Fisher Mills about the milling facility and have now reached this agreement. I believe having this state-of-the-art facility in the hands of such a successful firm is a win-win for the business, our employees, and the community." Koch Agriculture Company is a subsidiary of Koch Industries, Inc. Koch Industries, through its subsidiaries, employs 16,000 people worldwide and is involved in virtually all phases of the oil and gas industry, as well as in agriculture, chemicals, plastics, energy services, chemical and environmental technology products, asphalt products, metals and mineral services, financial services, and ventures. For more information on Koch, refer to www.kochind.com or kochenvironment.com on the Internet. Founded in 1910, Fisher Companies Inc. operates subsidiaries in television and radio broadcasting, flour milling and food distribution for the bakery, mix, and food service industries, and proprietary real estate development. Additional information on the company is available at www.fsci.com. -----END PRIVACY-ENHANCED MESSAGE-----