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As filed with the Securities and Exchange Commission on July 24, 2000
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO-T/A
TENDER OFFER STATEMENT
UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
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CENTRAL NEWSPAPERS, INC.
(Name of Subject Company (Issuer))
PACIFIC AND SOUTHERN INDIANA CORP.
GANNETT CO., INC.
(Names of Filing Persons (Offerors))
CLASS A COMMON STOCK, NO PAR VALUE;
CLASS B COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
154647101;
154647200
(CUSIP NUMBERS OF CLASS OF SECURITIES)
THOMAS L. CHAPPLE, ESQ.
GANNETT CO. , INC.
1100 WILSON BOULEVARD
ARLINGTON, VIRGINIA 22234
(703) 284-6961
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf Of Filing Persons)
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Copy to:
RICHARD F. LANGAN, JR., ESQ.
JOHN C. PARTIGAN, ESQ.
NIXON PEABODY LLP
401 NINTH STREET, N.W.
WASHINGTON, DC 20004
(202) 585-8000
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$2,649,136,448 $529,827.29*
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[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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Amount Previously Paid: $529,827.29 Filing Party: Gannett Co., Inc.
Form or Registration No.: Schedule TO; File No. 5-40711 Date Filed: July 3, 2000
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer. Check the appropriate boxes to
designate any transactions to which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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This Amendment No. 4 (this "Amendment") amends and supplements the
Tender Offer Statement on Schedule TO filed by Pacific and Southern Indiana
Corp., an Indiana corporation ("Purchaser"), and Gannett Co., Inc., a Delaware
corporation ("Parent" or "Gannett"), as amended by Amendment No. 1 to the
Schedule TO filed by Purchaser and Parent on July 14, 2000, Amendment No. 2 to
the Schedule TO filed by Purchaser and Parent on July 17, 2000 and Amendment No.
3 to the Schedule TO filed by Purchaser and Parent on July 21, 2000
(collectively, the "Schedule TO") relating to the offer to purchase for cash any
and all outstanding shares of Class A Common Stock and Class B Common Stock
(collectively, "Company Stock") of Central Newspapers, Inc., an Indiana
corporation (the "Company") upon the terms and subject to the conditions set
forth in the Offer to Purchase dated July 3, 2000 (the "Offer to Purchase") and
in the related Letter of Transmittal filed as Exhibit (a)(2) thereto (which,
together with the Offer to Purchase, as supplemented or amended from time to
time, constitute the "Offer"). Capitalized terms used but not defined herein
have the meanings assigned to such terms in the Schedule TO, including the Offer
to Purchase.
ITEMS 1 -10.
N/A
ITEM 11. ADDITIONAL INFORMATION.
The paragraph entitled "Antitrust" under the caption "Item 15. Certain
Legal Matters and Regulatory Approvals" in the Offer to Purchase is hereby
amended to add the following at the end thereof:
"On July 24, 2000, Parent and the Company
issued a joint press release (a copy of which has been
filed as an exhibit to the Schedule TO) announcing the
waiting period under the HSR Act had expired. Early
termination or expiration of the waiting period under
the HSR Act was a condition to the Offer, and such
condition has now been satisfied."
ITEM 12. EXHIBITS.
(a)(9) Press release issued by Gannett Co. Inc., dated July 24, 2000.
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After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
PACIFIC AND SOUTHERN INDIANA CORP.
By: /s/ Thomas L. Chapple
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Name: Thomas L. Chapple
Title: Vice President
GANNETT CO., INC.
By: /s/ Thomas L. Chapple
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Name: Thomas L. Chapple
Title: Senior Vice President
Dated: July 24, 2000
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EXHIBIT INDEX
(a)(9) Press release issued by Gannett Co. Inc., dated July 24, 2000.
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