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As filed with the Securities and Exchange Commission on July 21, 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. 3)*
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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
</TABLE>
[ ] 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. 3 (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 and by Amendment No.
2 to the Schedule TO filed by Purchaser and Parent on July 17, 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, 2, 3, 4 and 14 of the Schedule TO are hereby amended by
including the following information in the Offer to Purchase, which is hereby
expressly incorporated by reference herein.
ITEM 1. SUMMARY TERM SHEET.
The introductory paragraph to the Summary Term Sheet in the Offer to
Purchase is amended by deleting the second sentence and replacing it with the
following:
"Because this is a summary term sheet, it may not
contain all of the information that is important to you. You
should read this entire Offer to Purchase and the accompanying
Letter of Transmittal carefully."
The first bullet point in the Summary Term Sheet in the Offer to
Purchase under the caption "How Much Are You Offering To Pay and What is the
Form of Payment?" is amended to read as follows:
" - We are offering to pay $64.00 per share for Class A Stock
and $6.40 per share for Class B Stock, in each case, in cash
and without interest. Tendering shareholders will not have to
pay brokerage fees or commissions. See the "Introduction" and
Section 1."
The last bullet point in the Summary Term Sheet in the Offer to
Purchase under the caption "What are the Most Significant Conditions of the
Offer?" is amended by adding the following to the end thereof:
"We will exercise reasonable discretion in
determining whether conditions to the offer have been
satisfied or waived."
The text under the caption "What is the Market Value of my Company
Stock as of a Recent Date?" is amended to add the following to the end thereof:
" - The Class B Stock is not listed on any national or
regional securities exchange or reported on a national
quotation system. To our knowledge, there is no established
trading market for the Class B Stock."
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ITEM 2. SUBJECT COMPANY INFORMATION.
The second sentence of the first paragraph under the caption "7.
Certain Information Concerning the Company" in the Offer to Purchase is amended
to read in its entirety as follows:
"Neither Purchaser nor Parent has verified the accuracy or
completeness of such information."
The fifth paragraph under the caption "7. Certain Information
Concerning the Company" in the Offer to Purchase is amended to read in its
entirety as follows:
"The projected financial information set forth below
necessarily reflects numerous assumptions with respect to
general business and economic conditions and other matters,
many of which are inherently uncertain or beyond Purchaser's,
Parent's, the Company's or the Recipients' control, and does
not take into account any changes in the Company's operations
or capital structure which may result from the Offer and the
Merger. Among other factors, the projected financial
information assumes: revenue growth from continuing operations
of 6.4%, an operating margin of 22.5%, expense growth from
continuing operations of 6.4%, a tax rate of 39% and capital
expenditures of $60 million in 2000. It was also assumed that
economic activity in the Company's primary markets would
continue to grow at present rates and that newsprint prices
would increase by $50 per metric ton on October 1, 2000. It is
not possible to predict whether the assumptions made in
preparing the projected financial information will be valid,
and actual results may prove to be materially higher or lower
than those contained in the projections. The inclusion of this
information should not be regarded as an indication that
Parent, Purchaser, the Company or any person who received this
information considered it a reliable predictor of future
events, and this information should not be relied on as such."
The sixth paragraph under the caption "7. Certain Information
Concerning the Company" in the Offer to Purchase (immediately following the
chart entitled "Central Newspapers 2000 Business Plan") is amended to read in
its entirety as follows:
"Cautionary Statement Concerning Forward-Looking
Statements. Certain matters discussed herein, including
without limitation, the Plan Projections, are forward-looking
statements that involve risks and uncertainties. Such
information has been included in this Offer to Purchase for
the limited purpose of giving stockholders access to
projections by the Company's management that were made
available to the Recipients. Such information was prepared by
the Company's management for internal use and not with a view
to publication. The foregoing Plan Projections were based on
assumptions concerning the Company's operations and business
prospects in 2000, including the assumption that the Company
would continue to operate under the same ownership structure
as then existed. The Plan Projections were also based on other
revenue, expense and operating assumptions. Certain of these
assumptions are set forth in the immediately preceding
paragraph. Information of this type is based on estimates and
assumptions that are inherently subject to significant
economic and competitive uncertainties and contingencies, all
of which are difficult to predict and many of which are beyond
the Company's control. Such uncertainties and contingencies
include, but are not limited to, changes in the economic
conditions in which the Company operates, greater than
anticipated competition or price pressures, new product
offerings, better or worse than
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expected customer growth resulting in the need to expand
operations and make capital investments, and the impact of
investments required to enter new markets. Accordingly, there
can be no assurance that the projected results would be
realized or that actual results would not be significantly
higher or lower than those set forth above. In addition, the
Plan Projections were not prepared with a view to public
disclosure or compliance with the published guidelines of the
SEC or the guidelines established by the American Institute of
Certified Public Accountants regarding projections and
forecasts, and are included in this Offer to Purchase only
because such information was made available to the Recipients
by the Company. Neither the Recipients', Purchaser's, Parent's
nor the Company's independent accountants have examined or
applied any agreed upon procedures to this information and the
Company has made no representations to the Recipients
regarding such information. Neither the Recipients, Parent,
Purchaser nor the Company intends to provide any updated
information with respect to any forward-looking statements."
"Item 6. Price Range of Class A Stock; Dividends" in the Offer to
Purchase is amended by deleting the last paragraph and replacing it with the
following:
"The Class B Stock is not listed on any national or
regional securities exchange or quoted on a national quotation
system. To the knowledge of Parent and Purchaser, there is no
established trading market for the Class B Stock."
STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET
QUOTATION FOR CLASS A STOCK."
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The second sentence of the last paragraph under the subcaption "The
Merger Agreement - Directors" under the caption "10. Background of the Offer;
Contacts with the Company; the Merger Agreement" in the Offer to Purchase is
amended to read as follows:
"Information with respect to compensation received by
the Parent Board Designees from Gannett is incorporated by
reference from Gannett's proxy statement filed with the SEC on
March 17, 2000."
ITEM 4. TERMS OF THE TRANSACTION.
The penultimate sentence of the second paragraph under the caption "1.
Terms of the Offer; Expiration Date" is amended to read as follows:
"Upon the terms and subject to the conditions of the Offer,
Purchaser will, and Parent will cause Purchaser to, accept for
payment, purchase and pay for, all shares of Company Stock
validly tendered by the Expiration Date and not withdrawn
promptly after the later of the Expiration Date and the
expiration or termination of the applicable waiting period
under the HSR Act."
The second paragraph under the caption "1. Terms of the Offer;
Expiration Date" in the Offer to Purchase is amended to add the following to the
end thereof:
"If any shares of tendered Company Stock are not accepted for
payment for any reason pursuant to the terms and conditions of
the Offer, or if Share Certificates (as defined
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below) are submitted evidencing more Company Stock than are
tendered, Share Certificates evidencing unpurchased Company
Stock will be returned, without expense to the tendering
stockholder (or, in the case of Company Stock tendered by
book-entry transfer into the Depositary's account at a
Book-Entry Transfer Facility (as defined below) pursuant to
the procedure set forth in Section 3, such Company Stock will
be credited to an account maintained at such Book-Entry
Transfer Facility), promptly following the expiration or
termination of the Offer. See Section 2."
The last sentence of the third paragraph under the caption "2.
Acceptance for Payment and Payment for Company Stock" is amended to read as
follows:
"Upon the terms and subject to the conditions of the Offer,
payment for Company Stock accepted for payment pursuant to the
Offer will be made promptly after the later of the Expiration
Date and the expiration or termination of the applicable
waiting period under the HSR Act by deposit of the purchase
price therefor with the Depositary, which will act as agent
for tendering stockholders for the purpose of receiving
payments from Purchaser and transmitting such payments to
tendering stockholders whose Company Stock has been accepted
for payment."
The first sentence of the second paragraph under the caption "4.
Withdrawal Rights" in the Offer to Purchase is amended to read as follows:
"For a withdrawal to be effective, a written or
facsimile transmission notice of withdrawal must be received
by the Depositary at one of its addresses set forth on the
back cover page of this Offer to Purchase on or before the
Expiration Date and, unless the tender of Company Stock has
been accepted for payment as provided herein, at any time
after July 31, 2000."
ITEM 14. CERTAIN CONDITIONS OF THE OFFER.
The last paragraph under the caption "14. Certain Conditions of the
Offer" in the Offer to Purchase is amended to read in its entirety as follows:
"The foregoing conditions are for the sole benefit of
Parent and Purchaser and may be asserted by Parent and
Purchaser, and, except for the Minimum Condition and otherwise
subject to the terms of the Merger Agreement, may be waived by
Parent and Purchaser, in whole or in part, at any time and
from time to time, in the reasonable discretion of Parent and
Purchaser. The determination as to whether any condition has
been satisfied shall be deemed a continuing right which may be
asserted at any time and from time to time by Parent and
Purchaser in their reasonable discretion. Upon the terms and
subject to the conditions of the Offer, Purchaser will, and
Parent will cause Purchaser to, accept for payment, purchase
and pay for, all shares of Company Stock validly tendered by
the Expiration Date and not withdrawn promptly after the later
of the Expiration Date and the expiration or termination of
the applicable waiting period under the HSR Act. Should the
Offer be terminated pursuant to the foregoing provisions, all
tendered shares of Company Stock not theretofore accepted for
payment pursuant thereto shall promptly be returned to the
tendering shareholders. Any delays in payment for Company
Stock accepted for payment in order to comply in whole or in
part with applicable laws will be effected in compliance with
Rule 14e-1(c) under the 1934 Act, which requires Purchaser
to pay the consideration offered or return such Company Stock
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deposited by or on behalf of stockholders promptly after the
termination or withdrawal of the Offer. See Sections 1 and 2."
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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 21, 2000
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