Gannett Co Inc/DE – ‘8-A12B/A’ on 5/2/00

On:  Tuesday, 5/2/00, at 1:07pm ET   ·   Accession #:  901309-0-139   ·   File #:  1-06961

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B/A    Amendment to Registration of a Class of Securities    13     50K 

Document Table of Contents

8-A12B/A
1st Page of 13
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A/A

 Amendment No. 1

 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
 PURSUANT TO SECTION 12(b) or 12(g) OF THE
 SECURITIES EXCHANGE ACT OF 1934

 GANNETT CO., INC.
 -----------------
(Exact name of registrant as specified in its charter)

  Delaware                                  16-0442930
------------------------------------------  ------------------------------------
(State of incorporation or organization)     (I.R.S. employeridentification no.)

1100 Wilson Boulevard, Arlington, Virginia              22234                   
-------------------------------------------- -----------------------------------
(Address of principal executive offices)            (zip code)            

Securities to be registered pursuant to Section 12(b)of the Act:

Title of Each Class to be registered              Name of Each Exchange on      
------------------------------------             which Each Class is to be      
                                          Registered
                                                --------------------------------

Preferred Share Purchase Rights                     New York Stock Exchange     

 Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

8-A12B/A
2nd Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 2nd
Item 1.  Description of Registrant's Securities to be Registered.               

         Item 1 of Gannett Co., Inc.'s Registration Statement on Form 8-A, dated
May 23, 1990, is hereby amended and restated to read in its entirety as follows:

   On May 21, 1990, the Board of Directors of Gannett Co., Inc. (the
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, par value $1.00 per share (the      
"Common Shares"), of the Company. The dividend was paid on June 8, 1990 (the    
"Record Date") to the stockholders of record on that date. Each Right entitles  
the registered holder to purchase from the Company one four-hundredth of a share
of Series A Junior Participating Preferred Stock, par value $1.00 per share (the
"Preferred Shares"), of the Company at a price of $280 per one four-hundredth of
a Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Plan Agreement (as amended,   
the "Rights Agreement") between the Company and First Chicago Trust Company of  
New York, as Rights Agent, and in Amendment No. 1 to Rights Plan Agreement,     
dated as of May 2, 2000 ("Amendment No. 1"), between the Company and Norwest    
Bank Minnesota, N.A., as successor rights agent to First Chicago Trust Company  
of New York (the "Rights Agent") and as the Rights Agreement may be amended from
time to time.                                                                   

      The Rights will be evidenced by separate certificates only after the
earlier to occur of (i) 10 days following a public announcement that a person or
group of affiliated or associated persons (an "Acquiring Person") has acquired  
beneficial ownership of 15% or more of the outstanding Common Shares or (ii) 10 
business days following the commencement of, or announcement of an intention to 
make, a tender offer or exchange offer the consummation of which would result in
the beneficial ownership by a person or group of 15% or more of the outstanding 
Common Shares (the earlier of such dates being called the "Distribution Date"). 
With respect to any of the Common Share certificates outstanding as of the      
Record Date, until the Distribution Date the Rights will be evidenced by such   
Common Share certificate, with a copy of a Summary of Rights attached. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new      
Common Share certificates issued after the Record Date upon transfer or new     
issuance of Common Shares contain and will contain a notation incorporating the 
Rights Agreement by reference.                                                  

     The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred 
with and only with the Common Shares. Until the Distribution Date (or earlier   
redemption or expiration of the Rights), the surrender for transfer of any      
certificates for Common Shares outstanding as of the Record Date, even without a
notation or a copy of the Summary of Rights being attached thereto, will also   
constitute the transfer of the Rights associated with the Common Shares         
represented by such certificate. At no time will the Rights have any voting     
power.                                                                          

  As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to     
holders of record of the Common Shares as of the close of business on the       
Distribution Date and such separate Right Certificates alone will evidence the  
Rights. The Company expects that the Rights would begin to trade independently  
from the Common Shares at that time.                                            

8-A12B/A
3rd Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 3rd
        The Rights are not exercisable until the Distribution Date. The Rights
will expire on May 31, 2010 (the "Final Expiration Date"), unless the Final     
Expiration Date is extended or unless the Rights are earlier redeemed or        
exchanged by the Company, in each case, as described below.                     

         The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to     
adjustment from time to time to prevent dilution (i) in the event of a stock    
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or        
securities convertible into Preferred Shares with a conversion price, less than 
the then-current market price of the Preferred Shares or (iii) upon the         
distribution to holders of the Preferred Shares of evidences of indebtedness or 
assets (excluding regular periodic cash dividends paid out of earnings or       
retained earnings or dividends payable in Preferred Shares) or of subscription  
rights or warrants (other than those referred to above).                        

      With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in   
such Purchase Price.                                                            

        The number of outstanding Rights and the number of one four-hundredths
of a Preferred Share issuable upon exercise of each Right are also subject to   
adjustment in the event of a stock split of the Common Shares or a stock        
dividend on the Common Shares payable in Common Shares or subdivisions,         
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.                                                 

     No fractional Preferred Shares will be issued (other than fractions
which are integral multiples of one four-hundredth of a Preferred Share, which  
may, at the election of the Company, be evidenced by depositary receipts) and,  
in lieu thereof, an adjustment in cash will be made based on the market price of
the Preferred Shares on the last trading day prior to the date of exercise.     

      Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential     
quarterly dividend payment of $1 per share but will be entitled to an aggregate 
dividend of 400 times the dividend declared per Common Share. Each Preferred    
Share will have 400 votes, voting together with the Common Shares. In the event 
of liquidation, the holders of the Preferred Shares will be entitled to a       
minimum preferential liquidation payment of $400 per share but will be entitled 
to an aggregate payment of 400 times the payment made per Common Share. Finally,
in the event of any merger, consolidation or other transaction in which Common  
Shares are exchanged, each Preferred Share will be entitled to receive 400 times
the amount received per Common Share. In the event of issuance of Preferred     
Shares upon exercise of the Rights, in order to facilitate trading, a depositary
receipt may be issued for each one four-hundredth of a Preferred Share. These   
rights are protected by customary antidilution provisions.                      

      Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one four-hundredth interest in a Preferred  
Share purchasable upon exercise of each Right should approximate the value of   
one Common Share.                                                               

        When the Rights first become exercisable, unless a person or group has
acquired 15% or more of the Company's shares, a holder will be entitled to buy  
from the Company one four-hundredth of a Preferred Share for $280.              

8-A12B/A
4th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 4th
   In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision will be made so that each 
holder of a Right, other than Rights beneficially owned by the Acquiring Person 
(which will thereafter be void), will thereafter have the right to receive upon 
exercise that number of Common Shares having a market value of two times the    
exercise price of the Right. Thus, if at the time of the 15% acquisition the    
Common Shares were to have a market value per share equal to $140, the holder of
each Right (other than such person or any member of such group) would be        
entitled to receive four Common Shares for $280.                                

         In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning    
power are sold, proper provision will be made so that each holder of a Right    
will thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of   
the acquiring company which at the time of such transaction will have a market  
value of two times the exercise price of the Right. Thus, if at the time of the 
business combination the acquiring company's stock has a per share value of     
$140, the holder of each Right would be entitled to receive four shares of the  
acquiring company's common stock for $280.                                      

       At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the          
outstanding Common Shares, the Board of Directors of the Company may exchange   
the Rights (other than Rights owned by such person or group which will have     
become void), in whole or in part, at an exchange ratio of one Common Share (or 
a fraction of a Preferred Share having the same market value) per Right (subject
to adjustment).                                                                 

         At any time prior to the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 15% or more of the outstanding 
Common Shares, the Board of Directors of the Company may redeem the Rights in   
whole, but not in part, at a price of $.01 per Right (the "Redemption Price").  
The redemption of the Rights may be made effective at such time, on such basis  
and with such conditions as the Board of Directors in its sole discretion may   
establish. Immediately upon any redemption of the Rights, the right to exercise 
the Rights will terminate and the only right of the holders of Rights will be to
receive the Redemption Price.                                                   

         The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower the 15% thresholds described above to not less than the greater of (i) 
the sum of .001% and the largest percentage of the outstanding Common Shares    
then known the Company to be beneficially owned by any person or group of       
affiliated or associated persons and (ii) 10%, except that from and after such  
time as any person or group of affiliated or associated persons becomes an      
Acquiring Person no such amendment may adversely affect the interests of the    
holders of the Rights.                                                          

       Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.                                                

8-A12B/A
5th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 5th
      The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company  
on terms not approved by the Company's Board of Directors, except pursuant to an
offer conditioned on a substantial number of Rights being acquired. The Rights  
should not interfere with any merger or other business combination approved by  
the Board of Directors since the Rights may be redeemed by the Company at the   
Redemption Price prior to the time that a person or group has acquired          
beneficial ownership of 15% or more of the Common Shares.                       

         The Rights Agreement, dated as of May 21, 1990, between the Company and
First Chicago Trust Company of New York, as Rights Agent, specifying the terms  
of the Rights (including the form of the Certificate of Designation, Preferences
and Rights setting forth the terms of the Preferred Shares as an exhibit        
thereto), was filed as an exhibit to the Company's Registration Statement on    
Form 8-A filed on May 23, 1990 and is incorporated herein by reference. Attached
hereto as Exhibit 2 and incorporated herein by reference is a copy of Amendment 
No. 1 to the Rights Agreement. The foregoing description of the Rights is       
qualified in its entirety by reference to the Rights Agreement and the exhibits 
thereto and Amendment No. 1.                                                    

Item 2.  Exhibits.                                            

1.       Rights Plan Agreement, dated as of May 21, 1990, between Gannett Co.,  
    Inc. and First Chicago Trust Company of New York, as Rights Agent,
        which includes the form of Certificate of Designation, Preferences and
     Rights setting forth the terms of the Series A Junior Participating
      Preferred Stock, par value $1.00 per share, of Gannett Co., Inc., as
       Exhibit A, the form of Right Certificate as Exhibit B and the Summary
      of Rights to Purchase Preferred Shares as Exhibit C. Pursuant to the
       Rights Agreement, printed Right Certificates will not be mailed until
        as soon as practicable after the earlier of the tenth day after public
       announcement that a person or group has acquired beneficial ownership
       of 15% or more of the Common Shares or the tenth business day after a
      person or group commences, or announces its intention to commence, a
       tender offer or exchange offer the consummation of which would result
        in the beneficial ownership by a person or group of 15% or more of the
 Common Shares (filed as Exhibit 1 to the Company's Registration
Statement on Form 8-A filed on May 23, 1990).                 

2.       Amendment No. 1 to Rights Plan Agreement, dated as of May 2, 2000,     
between Gannett Co., Inc. and Norwest Bank Minnesota, N.A., as
    successor rights agent to First Chicago Trust Company of New York,
    which includes the amended Summary of Rights to Purchase Preferred
Shares as Exhibit C (filed herewith).                         

8-A12B/A
6th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 6th
 SIGNATURE

       Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to its registration  
statement to be signed on its behalf by the undersigned, thereunto duly         
authorized.                                                                     

Dated: May 2, 2000                        GANNETT CO., INC.                     

                              By:  /s/ Thomas L. Chapple
                                              --------------------------------
                               Thomas L. Chapple
                                    Senior Vice President,
                                           General Counsel and Secretary

8-A12B/A
7th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 7th
             EXHIBIT INDEX

Exhibit                                                       Sequentially      
Number         Exhibit                                        Numbered Page     
------         -------                                        -------------     

1.      Rights Agreement, dated as of May 21, 1990,           Filed as Exhibit 1
      between Gannett Co., Inc. and First Chicago           to the Company's
  Trust Company of New York, as  Rights Agent,          Registration
       which includes the form of Certificate of             Statement on Form
  Designation, Preferences and Rights setting           8-A filed on
  forth the terms of the Series A Junior                May 23, 1990
Participating Preferred Stock, par value                        
$1.00 per share, of Gannett Co., Inc., as                       
Exhibit A, the form of Right Certificate as                     
Exhibit B and the Summary of Rights to Purchase                 
Preferred Shares as Exhibit C.  Pursuant to the                 
Rights Agreement, printed Right Certificates will               
not be mailed until as soon as practicable after                
the earlier of the tenth day after public                       
announcement that a person or group has acquired                
beneficial ownership of 15% or more of the                      
Common Shares or the tenth business day after                   
a person or group commences, or announces                       
its intention to commence, a tender offer                       
or exchange offer the consummation of which would               
result in the beneficial ownership by a person or               
group of 15% or more of the Common Shares.                      

2.      Amendment No. 1 to Rights Plan Agreement, dated as of       Page 8      
May 2,2000, between Gannett Co., Inc. and Norwest               
Bank Minnesota,N.A., as successor rights agent to               
First Chicago Trust Company of New York, which                  
includes the amended Summary of Rights to                       
Purchase Preferred Shares as Exhibit C.                         

8-A12B/A
8th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 8th
                                                                       Exhibit 2
                                                                       ---------

AMENDMENT NO. 1 TO RIGHTS PLAN AGREEMENT

                 This Amendment No. 1 to Rights Plan Agreement (the "Amendment
No. 1") is entered into as of May 2, 2000 between GANNETT CO., INC., a Delaware 
corporation (the "Company"), and NORWEST BANK MINNESOTA, N.A., as successor     
rights agent to FIRST CHICAGO TRUST COMPANY OF NEW YORK (the "Rights Agent").   

PREAMBLE

                The Company and the Rights Agent are parties to that certain
Rights Plan Agreement dated as of May 21, 1990 (the "Rights Agreement"),        
pursuant to which the Company authorized and declared a dividend of one         
preferred share purchase right for each outstanding share of the Company's      
Common Stock, which at the time of issuance of the rights, entitled the holders 
thereof to purchase from the Company one two-hundredth of a share of Series A   
Junior Participating Preferred Stock of the Company in connection with certain  
corporate transactions.                                                         

                 On October 6, 1997, as a result of a two-for-one split of the
Company's Common Stock, effected by means of a stock dividend, each preferred   
share purchase right was adjusted to become exercisable for one four-hundredth  
of a share of Series A Junior Participating Preferred Stock of the Company      
pursuant to Section 11(n) of the Rights Agreement.                              

                 The Board of Directors of the Company has deemed it advisable
to further amend certain provisions of the Rights Agreement pursuant to Section 
27 of the Rights Agreement.                                                     

          Capitalized terms used in this Amendment No. 1 but not
otherwise defined herein shall have the respective meanings ascribed to them in 
the Rights Agreement.                                                           

                Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties, intending to be legally bound, hereby 
agree as follows:                                                               

                1. Section 7(a) of the Rights Agreement is hereby amended by
deleting therefrom the words "May 21, 2000" and inserting in their place the    
words "May 31, 2010."                                                           

             2. Section 7(b) and Exhibit B of the Rights Agreement are
hereby amended by deleting therefrom "$150" and inserting in its place the words
"$280".                                                                         

                  3. Exhibit C to the Rights Agreement is hereby amended to read
in its entirety as set forth on Exhibit C to this Amendment No. 1 (there being  
no Exhibit A or B to this Amendment No. 1).                                     

              4. Except as herein specifically amended, the terms of the
Rights Agreement shall remain unmodified, and the Rights Agreement, as amended  
by this Amendment No. 1, shall remain in full force and effect.                 

                 5. This Amendment No. 1 shall be deemed effective on the date
hereof.                                                                         

8-A12B/A
9th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 9th
-2- 

                 6. This Amendment No. 1 shall be deemed to be a contract made
under the laws of the State of Delaware and for all purposes will be governed by
and construed in accordance with the laws of such State applicable to contracts 
to be made and performed entirely within such State.                            

            7. This Amendment No. 1 may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to  
be an original, and all such counterparts shall together constitute but one and 
the same instrument.                                                            

           IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be duly executed and attested, all as of the day and year    
first above written.                                                            

                   GANNETT CO., INC.

Attest:                                                                         

By:/s/Thomas L. Chapple                  By:/s/Douglas H. McCorkindale          
-----------------------                 ----------------------------      
Name: Thomas L. Chapple                  Name: Douglas H. McCorkindale          
Title: Secretary                         Title: President                       

                              NORWEST BANK MINNESOTA, N.A.

Attest:                                                                         

By:/s/Suzanne M. Swits                  By:/s/Barbara M. Novak                  
-----------------------                 -----------------------------     
Name: Suzanne M. Swits                  Name: Barbara M. Novak                  
Title: Assistant Secretary              Title: Vice President                   

8-A12B/A
10th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 10th
                                                                       Exhibit C
                                                                       ---------

 SUMMARY OF RIGHTS TO PURCHASE
PREFERRED SHARES
 (ADJUSTED FOR THE 1997 STOCK SPLIT)

               GRANT OF RIGHTS. On May 21, 1990, the Board of Directors of
Gannett Co., Inc. (the "Company") declared a dividend of one preferred share    
purchase right (a "Right") for each outstanding share of Gannett Common Stock,  
par value $1.00 per share (the "Common Shares"), of the Company. Each Right     
entitles the registered holder to purchase from the Company one four-hundredth  
of a share of Series A Junior Participating Preferred Stock, par value $1.00 per
share (the "Preferred Shares"), of the Company at a price of $280 per one       
four-hundredth of a Preferred Share (the "Purchase Price"), subject to          
adjustment. The description and terms of the Rights are set forth in a Rights   
Agreement (the "Rights Agreement") between the Company and Norwest Bank         
Minnesota, N.A. as Rights Agent (the "Rights Agent").                           

                  RIGHTS EVIDENCED BY COMMON SHARE CERTIFICATES. The Rights will
be evidenced, with respect to any of the Common Share certificates outstanding  
as of the record date, by such Common Share certificates with a copy of this    
Summary of Rights attached, until the earlier to occur of (i) 10 days following 
a public announcement that a person or group of affiliated or associated persons
(an "Acquiring Person") has acquired beneficial ownership of 15% or more of the 
outstanding Common Shares or (ii) 10 business days following the commencement   
of, or announcement of an intention to make, a tender offer or exchange offer   
the consummation of which would result in the beneficial ownership by a person  
or group of 15% or more of the outstanding Common Shares (the earlier of such   
dates being called the "Distribution Date").                                    

              The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be    
transferred with and only with the Common Shares. Until the Distribution Date   
(or earlier redemption or expiration of the Rights), new Common Share           
certificates issued after the record date upon transfer or new issuance of      
Common Shares will contain a notation incorporating the Rights Agreement by     
reference. Until the Distribution Date (or earlier redemption or expiration of  
the Rights), the surrender for transfer of any certificates for Common Shares   
outstanding as of the record date, even without such notation or a copy of this 
Summary of Rights being attached thereto, will also constitute the transfer of  
the Rights associated with the Common Shares represented by such certificate. At
no time will the Rights have any voting power.                                  

             RIGHTS CERTIFICATES. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Rights         
Certificates") will be mailed to holders of record of the Common Shares as of   
the close of business on the Distribution Date and such separate Right          
Certificates alone will evidence the Rights. We expect that the Rights would    
begin to trade independently from the Common Shares at that time.               

8-A12B/A
11th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 11th
                DURATION OF RIGHTS. The Rights are not exercisable until the
Distribution Date. The Rights will expire on May 31, 2010 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights are   
earlier redeemed or exchanged by the Company, in each case, as described below. 

                 ADJUSTMENT OF PURCHASE PRICE. The Purchase Price payable, and
the number of Preferred Shares or other securities or property issuable, upon   
exercise of the Rights are subject to adjustment from time to time to prevent   
dilution (i) in the event of a stock dividend on, or a subdivision, combination 
or reclassification of, the Preferred Shares, (ii) upon the grant to holders of 
the Preferred Shares of certain rights or warrants to subscribe for or purchase 
Preferred Shares at a price, or securities convertible into Preferred Shares    
with a conversion price, less than the then-current market price of the         
Preferred Shares or (iii) upon the distribution to holders of the Preferred     
Shares of evidences of indebtedness or assets (excluding regular periodic cash  
dividends paid out of earnings or retained earnings or dividends payable in     
Preferred Shares) or of subscription rights or warrants (other than those       
referred to above).                                                             

                With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least 
1% in such Purchase Price.                                                      

             ADJUSTMENT OF NUMBER OF RIGHTS. The number of outstanding
Rights and the number of one four-hundredths of a Preferred Share issuable upon 
exercise of each Right are also subject to adjustment in the event of a stock   
split of the Common Shares or a stock dividend on the Common Shares payable in  
Common Shares or subdivisions, consolidations or combinations of the Common     
Shares occurring, in any such case, prior to the Distribution Date.             

             FRACTIONAL SHARES. No fractional Preferred Shares will be
issued (other than fractions which are integral multiples of one two-hundredth  
of a Preferred Share, which may, at the election of the Company, be evidenced by
depositary receipts) and in lieu thereof, an adjustment in cash will be made    
based on the market price of the Preferred Shares on the last trading day prior 
to the date of exercise.                                                        

               DESCRIPTION OF PREFERRED SHARES. In addition to authorizing
the Rights, the Board has authorized the new series of junior participating     
preferred stock purchasable upon exercise of the Rights. Preferred Shares       
purchasable upon exercise of the Rights will not be redeemable. Each Preferred  
Share will be entitled to a minimum preferential quarterly dividend payment of  
$1 per share but will be entitled to an aggregate dividend of 400 times the     
dividend declared per Common Share. Each Preferred Share will have 400 votes,   
voting together with the Common Shares. In the event of liquidation, the holders
of the Preferred Shares will be entitled to a minimum preferential liquidation  
payment of $400 per share but will be entitled to an aggregate payment of 400   
times the payment made per Common Share. Finally, in the event of any merger,   
consolidation or other transaction in which Common Shares are exchanged, each   
Preferred Share will be entitled to receive 400 times the amount received per   
Common Share. In the event of issuance of Preferred Shares upon exercise of the 
Rights, in order to facilitate trading, a depositary receipt may be issued for  
each one four-hundredth of a Preferred Share. These rights are protected by     
customary antidilution provisions.                                              

-2- 

8-A12B/A
12th Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 12th
                 EXERCISE OF RIGHTS. When the Rights first become exercisable,
unless a person or group has acquired 15% or more of the Company's shares, a    
holder will be entitled to buy from the Company one four-hundredth of a share of
the series of junior participating preferred stock for $280.                    

          In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper provision shall be made  
so that each holder of a Right, other than Rights beneficially owned by the     
Acquiring Person (which will thereafter be void), will thereafter have the right
to receive upon exercise that number of Common Shares having a market value of  
two times the exercise price of the Right. Thus, if at the time of the 15%      
acquisition the Common Shares were to have a market value per share equal to    
$140, the holder of each Right (other than such person or any member of such    
group) would be entitled to receive four Common Shares of Gannett common stock  
for $280.                                                                       

                  In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or   
earning power are sold, proper provision will be made so that each holder of a  
Right will thereafter have the right to receive, upon the exercise thereof at   
the then current exercise price of the Right, that number of shares of common   
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right. For example, if at   
the time of the business combination the acquiring company's stock has a per    
share value of $140, the holder of each Right would be entitled to receive four 
shares of the acquiring company's common stock for $280, i.e., at a 50%         
discount.                                                                       

               EXCHANGE OF RIGHTS. At any time after any person becomes an
Acquiring Person and prior to the acquisition by such person or group of 50% or 
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group, which will
have become void), in whole or in part, at an exchange ratio of one Common Share
(or a fraction of a Preferred Share having the same market value) per Right     
(subject to adjustment).                                                        

                 REDEMPTION OF RIGHTS. At any time prior to the acquisition by
a person or group of affiliated or associated persons of beneficial ownership of
15% or more of the outstanding Common Shares, the Board of Directors of the     
Company may redeem the Rights in whole, but not in part, at a price of $.01 per 
Right (the "Redemption Price"). The redemption of the Rights may be made        
effective at such time on such basis with such conditions as the Board of       
Directors in its sole discretion may establish. Immediately upon any redemption 
of the Rights, the right to exercise the Rights will terminate and the only     
right of the holders of Rights will be to receive the Redemption Price.         

-3- 

8-A12B/A
Last Page of 13
TOC
1st
Previous
Next
↓Bottom
Just 13th
                  AMENDMENT OF RIGHTS. The terms of the Rights may be amended by
the Board of Directors of the Company without the consent of the holders of the 
Rights, including an amendment to lower certain thresholds described above to   
not less than the greater of (i) the sum of .001% and the largest percentage of 
the outstanding Common Shares then known to the Company to be beneficially owned
by any person or group of affiliated or associated persons and (ii) 10%, except 
that from and after such time as any person or group of affiliated or associated
persons becomes an Acquiring Person no such amendment may adversely affect the  
interests of the holders of the Rights.                                         

               NO RIGHTS AS A STOCKHOLDER. Until a Right is exercised, the
holder thereof, as such, will have no rights as a stockholder of the Company,   
including, without limitation, the right to vote or to receive dividends.       

                 TAX TREATMENT. While, as noted above, the distribution of the
Rights will not be taxable to you or the Company, stockholders may recognize    
taxable income upon the occurrence of certain subsequent events.                

                  COPIES OF THE RIGHTS AGREEMENT. A copy of the Rights Agreement
was filed with the Securities and Exchange Commission as an Exhibit to a        
Registration Statement on Form 8-A dated May 23, 1990 and the amendment was     
filed on May 2, 2000. A copy of the Rights Agreement is available free of charge
from the Company. This summary description of the Rights does not purport to be 
complete and is qualified in its entirety by reference to the Rights Agreement, 
which is incorporated herein by reference.                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12B/A’ Filing		Date		First		Last			Other Filings
		5/31/10		3		11			8-K
		5/21/00		8
Filed on:		5/2/00		2		13			4,  8-K,  DEF 14A
		10/6/97		8
									List all Filings