-----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, EqMmcMhV1Q6scATxErtaPCPo91nf1P16oYuM9XHf5HNg1NC8WnbxI8nUYApbyPyZ JDwPqIP6SjbVAr6jymVIVA== 0001123292-05-000681.txt : 20050718 0001123292-05-000681.hdr.sgml : 20050718 20050718150335 ACCESSION NUMBER: 0001123292-05-000681 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050715 FILED AS OF DATE: 20050718 DATE AS OF CHANGE: 20050718 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GANNETT CO INC /DE/ CENTRAL INDEX KEY: 0000039899 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 160442930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 BUSINESS ADDRESS: STREET 1: 7950 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22107-0910 BUSINESS PHONE: 7038546000 MAIL ADDRESS: STREET 1: 7950 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22107-0910 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OGDEN ROGER CENTRAL INDEX KEY: 0001076354 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06961 FILM NUMBER: 05959285 BUSINESS ADDRESS: BUSINESS PHONE: 7038546000 MAIL ADDRESS: STREET 1: GANNETT CO INC STREET 2: 7950 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22107 3 1 edgar.xml PRIMARY DOCUMENT X0202 3 2005-07-15 0 0000039899 GANNETT CO INC /DE/ GCI 0001076354 OGDEN ROGER GANNETT CO., INC. 7950 JONES BRANCH DRIVE MCLEAN VA 22107 0 1 0 0 Pres, CEO-Gannett Broadcasting Common Stock 404 D Common Stock 909.36 I By 401(k) Phantom Stock Common Stock 9509.971 D Employee Stock Option (right to buy) 48.44 2006-12-10 Common Stock 4600 D Employee Stock Option (right to buy) 59.50 2007-12-09 Common Stock 7600 D Employee Stock Option (right to buy) 65.00 2008-12-08 Common Stock 11560 D Employee Stock Option (right to buy) 74.50 2009-12-07 Common Stock 21000 D Employee Stock Option (right to buy) 56.25 2010-07-24 Common Stock 11500 D Employee Stock Option (right to buy) 54.31 2010-12-05 Common Stock 14000 D Employee Stock Option (right to buy) 69.35 2001-12-04 2011-12-04 Common Stock 1800 D Employee Stock Option (right to buy) 69.35 2011-12-02 Common Stock 27000 D Employee Stock Option (right to buy) 70.21 2012-12-03 Common Stock 30000 D Employee Stock Option (right to buy) 87.33 2013-12-12 Common Stock 28500 D Employee Stock Option (right to buy) 80.90 2012-12-10 Common Stock 26000 D Based on the most recent quarterly plan statement available dated as of June 24, 2005. These shares of phantom stock are payable on various dates selected by the reporting person or as otherwise provided in the Issuer's Deferred Compensation Plan. These shares of phantom stock convert to common stock on a one-for-one basis. The option vested in four equal annual installments beginning on December 10, 1997. The option vested in four equal annual installments beginning on December 9, 1998. The option vested in four equal annual installments beginning on December 8, 1999. The option vested in four equal annual installments beginning on December 7, 2000. The option vested in four equal annual installments beginning on July 24, 2001. The option vested in four equal annual installments beginning on December 5, 2001. The option vested as to 20,250 shares in three equal annual installments beginning on December 4, 2002, and will vest as to the remaining 6,750 shares on December 4, 2005. The option vested as to 15,000 shares in two equal annual installments beginning on December 3, 2003, and will vest as to the remaining 15,000 shares in two equal annual installments beginning on December 3, 2005. The option vested as to 7,125 shares on December 12, 2004, and vested as to the remaining 21,375 shares on December 23, 2004. The option will vest in four equal annual installments beginning on December 10, 2005. /s/ Todd A. Mayman, Attorney-in-Fact 2005-07-18 EX-24 2 ogden.htm POWER OF ATTORNEY

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, THAT THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS EACH OF THOMAS L. CHAPPLE, BARBARA W. WALL AND TODD A. MAYMAN, SIGNING SINGLY, THE UNDERSIGNED’S TRUE AND LAWFUL ATTORNEY-IN-FACT TO:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Gannett Co., Inc. (the “Company”), Forms 3, 4, 5 and 144 in accordance with the Securities laws of the United States and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or other authority where such filing is required; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 1st day of July, 2005.

/s/ Roger L. Ogden

WITNESS: /s/ Louise P. Abernathy

Signature

Roger L. Ogden	Louise P. Abernathy
Print Name	Print Name

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