-----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, Jf2FfQ5Bon/tZtYvisCvaoCXNLl1QP+KnZkCHDvm7XO9z/sZBMXZfS/QGqIZLtEv KnM3v66QaRz96B41JNKb4w== 0001032210-99-001051.txt : 19990716 0001032210-99-001051.hdr.sgml : 19990716 ACCESSION NUMBER: 0001032210-99-001051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990701 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990715 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: 99665122 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): July 1, 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 2. Acquisition or Disposition of Assets On July 1, 1999, Fisher Companies Inc., a Washington corporation ("FSCI"), and its subsidiary Fisher Broadcasting Inc. completed acquisition of the broadcasting assets of Retlaw Enterprises, Inc., a California corporation, and eight wholly-owned limited liability companies ("Retlaw"). The broadcast assets acquired consist of eleven network-affiliated television stations in seven markets located in California, the Pacific Northwest, and Georgia. The acquired television stations will be owned and operated by Fisher Broadcasting Inc. Total consideration for the assets acquired was $216.7 million, which included $7.6 million of working capital. The amount of such purchase price was negotiated between the parties. The acquisition was financed from proceeds of Senior Credit Facilities with Bank of America National Trust and Savings Association as Administrative Agent, Credit Suisse First Boston as Syndication Agent, and other financial institutions party thereto. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired. The financial statements required by Item 7(a) are not included in this initial report, and will be included in an amended report to be filed not later than 60 days after the date of this report. (b) Pro Forma Financial Information. The pro forma financial information required by Item 7(b) are not included in this initial report, and will be included in an amended report to be filed not later than 60 days after the date of this report. (c) Exhibits 2.1 Asset Purchase and Sale Agreement Among Fisher Companies Inc., and Fisher Broadcasting Inc., as the Purchaser and Retlaw Enterprises, Inc., Retlaw Broadcasting, L.L.C., Retlaw Broadcasting of Boise, L.L.C., Retlaw Broadcasting of Fresno, L.L.C., Retlaw Broadcasting of Idaho Falls, L.L.C., Retlaw Broadcasting of Yakima, L.L.C., Retlaw Broadcasting of Eugene, L.L.C., Retlaw Broadcasting of Columbus, L.L.C., and Retlaw Broadcasting of Augusta, L.L.C., as the Sellers, dated November 18, 1998, as amended November 30, 1998 and December 7, 1998 (Incorporated by reference to Exhibit 10.8 of the Company's Annual Report on Form 10-K for the year December 31, 1998 (Commission File No. 000-22349). 2.2 Amendment No. 3 to Asset Purchase and Sale Agreement dated as of June 30, 1999. 2.3 Amendment No. 4 to Asset Purchase and Sale Agreement dated as of July 1, 1999. 99.1 Press Release issued by the Company on July 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: July 15, 1999 FISHER COMPANIES INC. By: /s/ David D. Hillard ------------------------------------ David D. Hillard Senior Vice President, Chief Financial Officer and Secretary 3 EX-2.2 2 AMENDMENT NO. 3 TO ASSET PURCHASE & SALE AGREEMENT EXHIBIT 2.2 AMENDMENT NO. 3 TO ASSET PURCHASE AND SALE AGREEMENT This Amendment No. 3 to Asset Purchase and Sale Agreement (this "Amendment") is made and entered into as of June 30, 1999 by and among Fisher Companies Inc., a Washington corporation ("FCI"), Fisher Broadcasting Inc., a Washington corporation ("FBI"), Fisher Broadcasting - Fresno, L.L.C., a Delaware limited liability company ("Fisher - Fresno"), and Fisher Broadcasting - Georgia, L.L.C., a Delaware limited liability company ("Fisher - Georgia") (collectively, the "Purchaser"), Retlaw Enterprises, Inc., a California corporation ("REI"), and Retlaw Broadcasting, L.L.C., Retlaw Broadcasting of Boise, L.L.C., Retlaw Broadcasting of Fresno, L.L.C., Retlaw Broadcasting of Idaho Falls, L.L.C., Retlaw Broadcasting of Yakima, L.L.C., Retlaw Broadcasting of Eugene, L.L.C., Retlaw Broadcasting of Columbus, L.L.C. and Retlaw Broadcasting of Augusta, L.L.C., each a Delaware limited liability company (collective with REI, the "Sellers"). RECITALS WHEREAS, the Purchaser and the Sellers are parties to that certain Asset Purchase and Sale Agreement dated as of November 18, 1998, as amended by Amendment No. 1 dated November 30, 1998 and Amendment No. 2 dated December 7, 1998 (collectively, the "Purchase Agreement"); and WHEREAS, the Purchaser and the Sellers desire to further amend the Purchase Agreement on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: SECTION 1. Closing; Effective Time. Section 2.6 of the Purchase Agreement ----------------------- is hereby deleted in its entirety and replaced with the following: Closing; Effective Time. The purchase and sale of the ----------------------- Acquisition Assets (the "Closing") shall take place at the offices of Graham & Dunn, 1420 Fifth Avenue, Suite 3300, Seattle, Washington at 10:00 A.M., local time on July 1, 1999 (the "Closing Date"). The effective time of the transfer to the Purchaser of the Acquisition Assets and the Stations shall be deemed to occur at 12:00:01 A.M., local time, on the Closing Date (the "Effective Time"). SECTION 2. CBS Agreements regarding Microwave Truck and Ku Uplink. The ------------------------------------------------------ CBS agreements to reimburse $150,000 to Retlaw of Boise, LLC for a digital SNG vehicle and $80,000 to Retlaw of Yakima, LLC for a fixed Ku Uplink, as described in the letter dated 1 December 17, 1998 from Robert D. Shellard, Director, Planning & Administration, CBS Television, to Benjamin W. Tucker, Vice President, REI, are each considered an Acquisition Asset and an Assumed Contract, the benefits of which will be assigned FBI, and the liabilities of which will be assumed by FBI, upon Closing. SECTION 3. Lewiston Transmitter Site. The parties acknowledge that Retlaw ------------------------- Broadcasting of Yakima, L.L.C. purchased the transmitter site located in Lewiston, Idaho, as legally described on the attached Exhibit A (the "Lewiston --------- Transmitter Site") on April 1, 1999, in accordance with the terms of the Purchase and Sale Agreement dated January 29, 1999, between Retlaw Broadcasting of Yakima, L.L.C. and Ken Boley in consideration for payment by Retlaw Broadcasting of Yakima, L.L.C. of $50,000 and $2,910 in costs. The Lewiston Transmitter Site is considered Real Property which will be conveyed free of all liens and encumbrances to FBI upon Closing. The Purchase Price payable by Purchaser upon Closing is increased by $52,910. SECTION 4. Weather Central Group Data Agreement. Pursuant to an Agreement ------------------------------------ dated April 29, 1999 between Retlaw Broadcasting, L.L.C. and Weather Central Inc. ("Weather"), Retlaw agreed to buy certain products from Weather for installation and use at KJEO-Fresno, CA, KVAL-Eugene, OR, KIMA-Yakima, WA, and KBCI-Boise, ID. Retlaw Broadcasting, L.L.C. and FBI have agreed to each pay one half of the costs, estimated to be $260,000, associated with the purchase of the products from Weather, which products are considered Acquisition Assets to be conveyed to FBI upon Closing. The parties acknowledge that Sellers have already paid $195,000 of the costs, and FBI will reimburse its share ($65,000) of such costs to Retlaw. SECTION 5. Fisher LLCs. ----------- a. On February 24, 1999, FBI formed the following two (2) wholly owned limited liability companies: Fisher Broadcasting - Fresno, L.L.C. ("Fisher-Fresno") and Fisher Broadcasting - Georgia, L.L.C. ("Fisher-Georgia"), each a Delaware limited liability company. b. In accordance with Section 13.13 of the Purchase Agreement, FBI assigns and transfers to Fisher-Fresno all of FBI's right, title and interest to purchase the assets of Retlaw Broadcasting of Fresno, L.L.C. under the Purchase Agreement. c. In accordance with section 13.13 of the Purchase Agreement, FBI assigns and transfers to Fisher-Georgia all of FBI's right, title and interest to purchase the assets of Retlaw Broadcasting of Augusta, L.L.C. and Retlaw Broadcasting of Columbus, L.L.C. under the Purchase Agreement. d. Fisher-Fresno and Fisher-Georgia each assume and agree to perform and be bound by the terms, conditions and provisions contained in the Purchase Agreement. e. Notwithstanding the foregoing, FBI will remain liable for its duties and obligations under the Purchase Agreement. 2 SECTION 6. Closing Balance Sheet. Attached to this Amendment as Exhibit B --------------------- --------- is the Closing Balance Sheet in accordance with Section 3.2 of the Agreement. SECTION 7. New Retlaw Subsidiary. Section 4.1(f) of the Agreement is --------------------- hereby amended by adding to the end of the first sentence thereof the following language: "and Retlaw Enterprises L.L.C., a Delaware limited liability company wholly owned by REI." SECTION 8. Environmental Clean-Up. Sellers agreed to perform certain ---------------------- environmental clean-up prior to Closing relating to the Real Property and to the operation of the Stations. Sellers have not completed all such clean-up items prior to Closing. Sellers and Purchaser have agreed to close subject to Sellers' agreement to complete the items on Exhibit C attached hereto in accordance with --------- this paragraph. Sellers hereby agree, subject to the terms and limitation of the Agreement, to use its best efforts to complete the items on Exhibit C on which --------- follow-up action is indicated and to complete such work to Purchaser's reasonable satisfaction as soon as reasonably practicable after Closing but, in any event, no later than sixty (60) days after Closing. SECTION 9. Miscellaneous. ------------- a. This Amendment is hereby incorporated into the Purchase Agreement by reference and supersedes any provisions of the Purchase Agreement that are contrary to this Amendment. b. Except as modified by this and other amendments, the Purchase Agreement remains in full force and effect. c. The headings used in this Amendment have been inserted for convenience of reference only and do not define or limit the provisions hereof. This Amendment shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof. This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. d. Unless otherwise defined in this Amendment, all capitalized terms used herein shall have the meanings respectively ascribed to them in the Purchase Agreement. [signatures appear on next page.] 3 PURCHASER --------- FISHER COMPANIES INC., a Washington corporation By: /s/ William W. Krippaehne, Jr. -------------------------------------------------------- William W. Krippaehne, Jr., President and CEO FISHER BROADCASTING INC., a Washington corporation By: /s/ Patrick M. Scott -------------------------------------------------------- Patrick M. Scott, President and CEO FISHER BROADCASTING - FRESNO, L.L.C., a Delaware limited liability company By: /s/ William W. Krippaehne, Jr. -------------------------------------------------------- William W. Krippaehne, Jr., Manager By: /s/ Patrick M. Scott -------------------------------------------------------- Patrick M. Scott, Manager FISHER BROADCASTING - GEORGIA, L.L.C., a Delaware limited liability company By: /s/ William W. Krippaehne, Jr. -------------------------------------------------------- William W. Krippaehne, Jr., Manager By: /s/ Patrick M. Scott -------------------------------------------------------- Patrick M. Scott, Manager SELLERS ------- RETLAW ENTERPRISES, INC., a California corporation By: /s/ Benjamin W. Tucker -------------------------------------------------------- Benjamin W. Tucker, Vice President, Broadcasting 4 RETLAW BROADCASTING, L.L.C., a Delaware limited liability company By: /s/ Benjamin W. Tucker -------------------------------------------------------- Benjamin W. Tucker, Vice President, Broadcasting RETLAW BROADCASTING OF BOISE, L.L.C., a Delaware limited liability company By: /s/ Benjamin W. Tucker -------------------------------------------------------- Benjamin W. Tucker, President RETLAW BROADCASTING OF FRESNO, L.L.C., a Delaware limited liability company By: /s/ Benjamin W. Tucker -------------------------------------------------------- Benjamin W. Tucker, President RETLAW BROADCASTING OF IDAHO FALLS, L.L.C., a Delaware limited liability company By: /s/ Benjamin W. Tucker -------------------------------------------------------- Benjamin W. Tucker, President RETLAW BROADCASTING OF YAKIMA, L.L.C., a Delaware limited liability company By: /s/ Benjamin W. Tucker -------------------------------------------------------- Benjamin W. Tucker, President RETLAW BROADCASTING OF EUGENE, L.L.C., a Delaware limited liability company By: /s/ Benjamin W. Tucker -------------------------------------------------------- Benjamin W. Tucker, President 5 RETLAW BROADCASTING OF COLUMBUS, L.L.C., a Delaware limited liability company By: /s/ Benjamin W. Tucker -------------------------------------------------------- Benjamin W. Tucker, President RETLAW BROADCASTING OF AUGUSTA, L.L.C., a Delaware limited liability company By: /s/ Benjamin W. Tucker -------------------------------------------------------- Benjamin W. Tucker, President 6 EX-2.3 3 AMENDMENT NO. 4 TO ASSET PURCHASE & SALE AGREEMENT EXHIBIT 2.3 AMENDMENT NO. 4 To ASSET PURCHASE AND SALE AGREEMENT This Amendment No. 4 to Asset Purchase and Sale Agreement (this "Amendment") is made and entered into as of July 1, 1999, by and among Fisher Companies Inc., a Washington corporation ("FCI"), Fisher Broadcasting Inc., a Washington corporation ("FBI"), Fisher Broadcasting - Fresno, L.L.C., a Delaware limited liability company ("Fisher - Fresno"), and Fisher Broadcasting - Georgia, L.L.C., a Delaware limited liability company ("Fisher - Georgia") (collectively, the "Purchaser"), and Retlaw Enterprises, Inc., a California corporation ("REI"), Retlaw Broadcasting, L.L.C., Retlaw Broadcasting of Boise, L.L.C., Retlaw Broadcasting of Fresno, L.L.C., Retlaw Broadcasting of Idaho Falls, L.L.C., Retlaw Broadcasting of Yakima, L.L.C., Retlaw Broadcasting of Eugene, L.L.C., Retlaw Broadcasting of Columbus, L.L.C. and Retlaw Broadcasting of Augusta, L.L.C., each a Delaware limited liability company (collective with REI, the "Sellers"). RECITALS WHEREAS, the Purchaser and the Sellers are parties to that certain Asset Purchase and Sale Agreement dated as of November 18, 1998, as amended by Amendment No. 1 dated November 30, 1998, Amendment No. 2 dated December 7, 1998 and Amendment No. 3 dated June 30, 1999 (collectively, the "Purchase Agreement"); and WHEREAS, the Purchase Agreement provides that Sellers retain all liability for providing continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") as Excluded Liabilities; and WHEREAS, as an accommodation to Sellers, Purchaser and Sellers desire to further amend the Purchase Agreement to provide for COBRA coverage to be provided by Purchaser, at the expense of Sellers, on the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: Section 1. Assumption of COBRA Obligation. Notwithstanding the Purchase ------------------------------ Agreement, Purchaser hereby agrees with Sellers as follows: 1 a. Purchaser shall assume, as of the Closing Date, Sellers' obligations to provide COBRA continuation coverage for Covered Expenses incurred on or after Closing to all Covered Persons. b. Purchaser shall be obligated to administer all claims submitted by Covered Persons arising from such COBRA continuation coverage obligation in accordance with COBRA. c. Purchaser acknowledges that, subject to the terms of this Amendment and except as provided below, such COBRA coverage shall be deemed to be an Assumed Liability under the Purchase Agreement. d. Purchaser further acknowledges, subject to the terms of this Amendment No. 4, that the following contracts shall be deemed to be Assumed Contracts under the Purchase Agreement: (1) Retlaw Enterprises, Inc. Group Medical Plan (2) Sierra Health and Life Insurance Company, Inc. Stop Loss Policy No. 72360 (3) Contract Administration Agreement between Retlaw Enterprises and Harden & Company Insurance Services, Inc. dated January 1, 1999 e. Sellers agree to assign the Assumed Contracts set forth in Section 2(d) above to Purchaser on Closing. f. The following terms shall have the following meanings for the purposes of this Amendment No. 4: "Covered Persons" means each current and former employee of Sellers, and his or her covered dependents, to the extent that, as of any qualifying event, such person is defined as a qualified beneficiary under COBRA, other than the persons whose employment will continue with the non-broadcast business of REI. "Covered Expenses" means the actual paid claims of Covered Persons under COBRA continuation coverage assumed by Purchaser pursuant to this Amendment No. 4 for each calendar year (or portion thereof) during which such persons are Covered Persons less the aggregate premiums paid or payable by such Covered Persons for such year (or portion thereof). Section 2. Reimbursement by Sellers. In consideration for Purchaser's ------------------------ covenants contained herein, and subject to the terms of this Amendment, Sellers hereby agree with Purchaser as follows: 2 a. REI shall pay Purchaser $500,000.00 on the Closing Date, such payment to be made by reducing the Purchase Price to be paid by Purchaser pursuant to Section 3.3(c) of the Purchase Agreement. b. To the extent, and at such time, that the amount set forth in paragraph (a) immediately above is insufficient to reimburse Purchaser for its actual paid claims under COBRA continuation coverage assumed by Purchaser pursuant to this Amendment, net of premiums collected with respect thereto (the "Excess"), REI agrees, from time to time, to reimburse Purchaser for such Excess within ten (10) days after written request for reimbursement by Purchaser setting forth the amount of such Excess and a reasonable description thereof. REI agrees that, in the event that it ceases to exist, by reason of liquidation or merger, it shall cause its successor to succeed to its obligation under this paragraph (b). The Excess, if any, shall be calculated on the basis of claims actually paid, provided, if the aggregate stop loss limitation has been exceeded, the Excess shall be calculated pro rata based on the ratio of claims of Covered Persons to all claims c. Sellers hereby represent and warrant that there will be no Excess, with the intention that breach of such representation and warranty will entitle Purchaser to indemnification in accordance with the provisions of Article IX of the Purchase Agreement. Sellers further agree that the threshold set forth in Section 9.6 of the Agreement shall not apply solely with respect to claims for breach of the representation and warranty contained in this paragraph (c). Section 3. Miscellaneous. ------------- a. This Amendment is hereby incorporated into the Purchase Agreement by reference and supersedes any provisions of the Purchase Agreement that are contrary to this Amendment. b. Except as modified by this and other amendments, the Purchase Agreement remains in full force and effect. c. The headings used in this Amendment have been inserted for convenience of reference only and do not define or limit the provisions hereof. This Amendment shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to a contract executed and performed in such State, without giving effect to the conflicts of laws principles thereof. This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. d. Unless otherwise defined in this Amendment, all capitalized terms used herein shall have the meanings respectively ascribed to them in the Purchase Agreement. 3 e. This Amendment No. 4 shall survive until the expiration of time for filing and the payment of all Covered Expenses and any Excess. PURCHASER --------- FISHER COMPANIES INC., a Washington corporation By: /s/ William W. Krippaehne, Jr. --------------------------------------------------------- William W. Krippaehne, Jr., President and CEO FISHER BROADCASTING INC., a Washington corporation By: /s/ Patrick M. Scott --------------------------------------------------------- Patrick M. Scott, President and CEO FISHER BROADCASTING - FRESNO, L.L.C., a Delaware limited liability company By: /s/ William W. Krippaehne, Jr. --------------------------------------------------------- William W. Krippaehne, Jr., Manager By: /s/ Patrick M. Scott --------------------------------------------------------- Patrick M. Scott, Manager FISHER BROADCASTING - GEORGIA, L.L.C., a Delaware limited liability company By: /s/ William W. Krippaehne, Jr. --------------------------------------------------------- William W. Krippaehne, Jr., Manager By: /s/ Patrick M. Scott -------------------------------------------------------- Patrick M. Scott, Manager 4 SELLERS ------- RETLAW ENTERPRISES, INC., a California corporation By: /s/ Benjamin W. Tucker --------------------------------------------------------- Benjamin W. Tucker, Vice President, Broadcasting RETLAW BROADCASTING, L.L.C., a Delaware limited liability company By: /s/ Benjamin W. Tucker --------------------------------------------------------- Benjamin W. Tucker, Vice President, Broadcasting RETLAW BROADCASTING OF BOISE, L.L.C., a Delaware limited liability company By: /s/ Benjamin W. Tucker --------------------------------------------------------- Benjamin W. Tucker, President RETLAW BROADCASTING OF FRESNO, L.L.C., a Delaware limited liability company By: /s/ Benjamin W. Tucker --------------------------------------------------------- Benjamin W. Tucker, President RETLAW BROADCASTING OF IDAHO FALLS, L.L.C., a Delaware limited liability company By: /s/ Benjamin W. Tucker --------------------------------------------------------- Benjamin W. Tucker, President 5 RETLAW BROADCASTING OF YAKIMA, L.L.C., a Delaware limited liability company By: /s/ Benjamin W. Tucker -------------------------------------------------------- Benjamin W. Tucker, President RETLAW BROADCASTING OF EUGENE, L.L.C., a Delaware limited liability company By: /s/ Benjamin W. Tucker -------------------------------------------------------- Benjamin W. Tucker, President RETLAW BROADCASTING OF COLUMBUS, L.L.C., a Delaware limited liability company By: /s/ Benjamin W. Tucker -------------------------------------------------------- Benjamin W. Tucker, President RETLAW BROADCASTING OF AUGUSTA, L.L.C., a Delaware limited liability company By: /s/ Benjamin W. Tucker ------------------------------------------------------- Benjamin W. Tucker, President 6 EX-99.1 4 PRESS RELEASE ISSUED BY THE COMPANY ON 7/2/1999 EXHIBIT 99.1 FISHER COMPANIES INC. ACQUIRES THE ELEVEN TELEVISION STATIONS OF RETLAW BROADCASTING L.L.C. SEATTLE, WASHINGTON--July 2, 1999--Fisher Companies Inc. (FSCI) announced today that the transaction to purchase the broadcasting assets of Retlaw Enterprises, Inc. has been completed. The acquisition was financed from proceeds of Senior Credit Facilities with Bank of America National Trust and Savings Association as administrative agent, and Credit Suisse First Boston as syndication agent. Total consideration for the assets was $216.7 million, which included $7.6 million of working capital. Expansion of television holdings from two to thirteen stations reflects Fisher's plan to expand its presence and coverage in the eleven western states, and to strengthen its position in the rapidly emerging digital information industry. Patrick M. Scott, President and CEO of Fisher Broadcasting, views the acquisition as a complement to the company's development of Fisher Plaza in Seattle, new home of KOMO Television and the Fisher digital media management and transmission hub for its television, radio, entertainment, and technology divisions. Commenting on the acquisition, Mr. Scott said, "This action takes us immediately from a Seattle-Portland television broadcaster to a regional content and communications provider. In addition, with the completion of Fisher Plaza scheduled for early 2000, plus our twenty-six radio stations, we have an integrated network of programming and distribution assets which will help us meet the growing demand for quality content. Our growth will be achieved through developing innovative distribution platforms, like these stations, that take full advantage of our leadership role in content creation and applied digital technologies." Ben Tucker, formerly President of Retlaw Broadcasting, will join Fisher Broadcasting as Senior Vice President of the newly formed Fisher Television Regional Group where he will be accountable for managing the stations formerly under Retlaw ownership. Fisher Broadcasting television stations now include: KOMO-TV, the ABC affiliate in Seattle, WA; KATU Television, the ABC affiliate in Portland, OR; KJEO-TV, the CBS affiliate in Fresno-Visalia, CA; KIMA-TV, the CBS affiliate in Yakima, WA and its satellites KEPR-TV, the CBS affiliate in Pasco, WA and KLEW-TV, the CBS affiliate in Lewiston, ID; KIDK-TV, the CBS affiliate in Idaho Falls, ID; KBCI-TV, the CBS affiliate in Boise, ID; KVAL-TV, the CBS affiliate in Eugene, OR and its CBS-affiliated satellites, KCBY-TV in Coos Bay, OR and KPIC-TV in Roseburg, OR; WFXG-TV, the Fox affiliate in Augusta, GA; and WXTX-TV, the Fox affiliate in Columbus, GA. In addition to its broadcasting business, Fisher Companies Inc. owns subsidiaries in flour milling and food distribution (Fisher Mills), and proprietary real estate development (Fisher Properties). -----END PRIVACY-ENHANCED MESSAGE-----