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As filed with the Securities and Exchange Commission on August 1, 2000
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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. 5 - FINAL AMENDMENT)*
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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 FEES
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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: [X]
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This Amendment No. 5, the final amendment (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, Amendment No. 3 to the Schedule TO filed by Purchaser and Parent on July
21, 2000 and Amendment No. 4 to the Schedule TO filed by Purchaser and Parent on
July 24, 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 -11.
Items 1 through 9 and 11 of the Schedule TO, which incorporate by
reference the information contained in the Offer to Purchase, are hereby amended
and supplemented by adding thereto the following:
The Offer expired at 12:00 midnight, New York City time, on Monday,
July 31, 2000. Pursuant to the Offer, based upon a preliminary report from the
Depositary, Purchaser accepted for payment 32,090,131 shares of Class A Stock,
representing approximately 98.1% of the outstanding Class A Stock (including
1,714,815 shares of Class A Stock tendered pursuant to guaranteed delivery) and
55,284,735 shares of Class B Stock, representing approximately 99.9% of the
outstanding Class B Stock (including 49,990 shares of Class B Stock tendered
pursuant to guaranteed delivery). On August 1, 2000, Parent issued a press
release announcing the expiration of the tender offer and acceptance for payment
of such tendered Company Stock and Purchaser's intention to acquire the
remaining shares of Company Stock through a cash merger, expected to be
completed shortly.
The full text of the August 1, 2000 press release is attached as
Exhibit (a)(10) hereto and incorporated herein by reference.
ITEM 12. EXHIBITS.
(a)(10) Press release issued by Gannett Co., Inc., dated August 1, 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: August 1, 2000
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EXHIBIT INDEX
(a)(10) Press release issued by Gannett Co., Inc., dated August 1, 2000.
