Fisher Communications Inc – ‘8-K’ for 7/1/99 – EX-2.2

On:  Thursday, 7/15/99   ·   For:  7/1/99   ·   Accession #:  1032210-99-1051   ·   File #:  0-22439

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     13K 
 2: EX-2.2      Amendment No. 3 to Asset Purchase & Sale Agreement     6     24K 
 3: EX-2.3      Amendment No. 4 to Asset Purchase & Sale Agreement     6     22K 
 4: EX-99.1     Press Release Issued by the Company on 7/2/1999        1      8K 

EX-2.2   —   Amendment No. 3 to Asset Purchase & Sale Agreement
Exhibit Table of Contents

EX-2.2
1st Page of 6
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                     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 

EX-2.2
2nd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 2nd
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 

EX-2.2
3rd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 3rd
     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 

EX-2.2
4th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 4th
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 

EX-2.2
5th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 5th
                 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 

EX-2.2
Last Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 6th
                   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 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		7/15/99
For Period End:		7/1/99		1					8-K/A
		6/30/99		1					10-Q
		4/29/99		2					DEF 14A,  PRE 14A
		4/1/99		2
		2/24/99		2
		1/29/99		2
		12/17/98		2
		12/7/98		1
		11/30/98		1
		11/18/98		1					8-K
									List all Filings