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: August 7, 2002
(Date of earliest event reported)
Gannett Co., Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-6961 16-0442930
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) identification number)
7950 Jones Branch Drive McLean, Virginia 22107
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (703) 854-6000
N/A
(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
Exhibit 99.1 Statement under oath of principal
executive officer regarding facts
and circumstances relating to
Exchange Act filings, dated August 7, 2002.
Exhibit 99.2 Statement under oath of principal
financial officer regarding facts
and circumstances relating to
Exchange Act filings, dated August 7, 2002.
Item 9. Regulation FD Disclosure
On August 7, 2002, Douglas H. McCorkindale and Larry F. Miller,
the Chief Executive Officer and the Chief Financial Officer,
respectively, of Gannett Co., Inc. (the "Company") each filed with the
Securities and Exchange Commission (the "SEC") a written statement
under oath regarding facts and circumstances relating to certain filings
of the Company under the Securities Exchange Act of 1934, as amended,
pursuant to SEC Order No. 4-460 (June 27, 2002). The statements are
attached hereto as Exhibits 99.1 and 99.2.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
Dated as of: August 7, 2002 GANNETT CO., INC.
By: /s/George R. Gavagan
-----------------------------
George R. Gavagan
Vice President and Controller
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT NAME LOCATION
99.1 Statement under oath of principal executive Filed herewith
officer regarding facts and circumstances
relating to Exchange Act filings, dated
August 7, 2002.
99.2 Statement under oath of principal financial Filed herewith
officer regarding facts and circumstances
relating to Exchange Act filings, dated
August 7, 2002.
Statement Under Oath of Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Larry F. Miller, state and attest that:
(1) to the best of my knowledge, based upon a review of the covered
reports of Gannett Co., Inc. ("Gannett"), and, except as corrected or
supplemented in a subsequent covered report:
- no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
- no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of
a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed).
(2) I have reviewed the contents of this statement with Gannett's
audit committee.
(3) In this statement under oath, each of the following, if filed on
or before the date of this statement, is a "covered report":
- Annual Report on Form 10-K of Gannett for the fiscal year ended
December 30, 2001;
- all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Gannett filed with the Commission
subsequent to the filing of the Form 10-K identified above; and
- any amendments to any of the foregoing.
/s/Larry F. Miller
_________________________ Subscribed and sworn to
Larry F. Miller before me this 7th day of
Executive Vice President/Operations August, 2002.
and Chief Financial Officer
Gannett Co., Inc.
August 7, 2002 /s/Karen R. Levy
_________________________
Notary Public
My Commission Expires: 2-29-04
Statement Under Oath of Principal Executive Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Douglas H. McCorkindale, state and attest that:
(1) to the best of my knowledge, based upon a review of the covered
reports of Gannett Co., Inc. ("Gannett"), and, except as corrected or
supplemented in a subsequent covered report:
- no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
- no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of
a report on Form 8-K or definitive proxy materials, as of the
date on which it was filed).
(2) I have reviewed the contents of this statement with Gannett's
audit committee.
(3) In this statement under oath, each of the following, if filed on
or before the date of this statement, is a "covered report":
- Annual Report on Form 10-K of Gannett for the fiscal year ended
December 30, 2001;
- all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Gannett filed with the Commission
subsequent to the filing of the Form 10-K identified above; and
- any amendments to any of the foregoing.
/s/Douglas H. McCorkindale
_________________________ Subscribed and sworn to
Douglas H. McCorkindale before me this 7th day
Chairman, President of August, 2002
and Chief Executive Officer
Gannett Co., Inc.
August 7, 2002 /s/Karen R. Levy
_________________________
Notary Public
My Commission Expires: 2-29-04