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EXHIBIT (a)(5)
OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK
OF
CENTRAL NEWSPAPERS, INC.
AT
$64.00 NET PER SHARE OF CLASS A COMMON STOCK
$6.40 NET PER SHARE OF CLASS B COMMON STOCK
BY
PACIFIC AND SOUTHERN INDIANA CORP.
A SUBSIDIARY OF
GANNETT CO., INC.
--------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, JULY 31, 2000, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------
July 3, 2000
To Our Clients:
Enclosed for your consideration is an Offer to Purchase, dated July 3, 2000
(the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with the Offer to Purchase and any amendments or supplements thereto,
collectively constitute the "Offer") in connection with the offer by Pacific and
Southern Indiana Corp., an Indiana corporation ("Purchaser") and a subsidiary of
Gannett Co., Inc., a Delaware corporation ("Parent"), to purchase any and all of
the shares of Class A Common Stock (the "Class A Stock"), no par value, and any
and all shares of Class B Common Stock, no par value (the "Class B Stock" and,
together with the Class A Stock, the "Company Stock"), of Central Newspapers,
Inc., an Indiana corporation (the "Company"), that are issued and outstanding
(the "Shares"), for $64.00 per share of Class A Stock and $6.40 per share of
Class B Stock, in each case, net to the seller in cash, upon the terms and
subject to the conditions set forth in the Offer to Purchase.
WE ARE (OR OUR NOMINEE IS) THE HOLDER OF RECORD OF SHARES HELD FOR YOUR
ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD
AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU
FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER SHARES HELD BY US
FOR YOUR ACCOUNT.
We request instructions as to whether you wish to have us tender on your
behalf any or all Shares held by us for your account, upon the terms and subject
to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The offer price is $64.00 per share of Class A Stock and $6.40 per
share of Class B Stock, net to you in cash, without interest thereon.
2. The Offer is being made for any and all of the outstanding Shares.
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3. The Board of Directors of the Company has unanimously determined
that the Merger Agreement (as defined in the Offer to Purchase) and the
transactions contemplated thereby, including each of the Offer and the
Merger (as defined in the Offer to Purchase), are fair to, and in the best
interest of, the holders of Shares, has approved, adopted and declared
advisable the Merger Agreement and the transactions contemplated thereby,
including each of the Offer and the Merger, and has resolved to recommend
that the holders of Shares accept the Offer and tender their Shares
pursuant to the Offer.
4. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, ON MONDAY, JULY 31, 2000, UNLESS THE OFFER IS EXTENDED.
5. The Offer is conditioned upon, among other things, (i) there having
been validly tendered and not withdrawn prior to the expiration of the
Offer at least 45,815,000 shares of Class B Stock (subject to adjustments
for stock splits, stock dividends, recapitalizations and similar events)
(less any shares of Class B Stock owned by Parent or Purchaser or any
Affiliate of Parent or Purchaser on the date such shares are purchased
pursuant to the Offer) and (ii) the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having
expired or been terminated prior to the expiration of the Offer.
6. Tendering stockholders will not be obligated to pay brokerage fees
or commissions or, except as otherwise provided in Instruction 6 of the
Letter of Transmittal, stock transfer taxes with respect to the purchase of
Shares by Purchaser pursuant to the Offer.
The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal and is being made to all holders of Shares. Purchaser is
not aware of any jurisdiction where the making of the Offer is prohibited by any
administrative or judicial action pursuant to any valid state statute. If
Purchaser becomes aware of any valid state statute prohibiting the making of the
Offer or the acceptance of Shares pursuant thereto, Purchaser will make a good
faith effort to comply with such state statute. If, after such good faith
effort, Purchaser cannot comply with such state statute, the Offer will not be
made to (nor will tenders be accepted from or on behalf of) the holders of
Shares in such state. In any jurisdiction where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of Purchaser by one or more
registered brokers or dealers licensed under the laws of such jurisdiction. IF
YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR SHARES HELD BY US FOR YOUR
ACCOUNT, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE
INSTRUCTION FORM CONTAINED IN THIS LETTER. AN ENVELOPE IN WHICH TO RETURN YOUR
INSTRUCTIONS TO US IS ENCLOSED. IF YOU AUTHORIZE THE TENDER OF YOUR SHARES, ALL
SUCH SHARES WILL BE TENDERED UNLESS OTHERWISE SPECIFIED IN YOUR INSTRUCTIONS.
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT
A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
2
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
CENTRAL NEWSPAPERS, INC.
BY
PACIFIC AND SOUTHERN INDIANA CORP.
A SUBSIDIARY OF
GANNETT CO., INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated July 3, 2000, and the related Letter of Transmittal
(which, together with the Offer to Purchase and any amendments or supplements
thereto, collectively constitute the "Offer") in connection with the offer by
Pacific and Southern Indiana Corp., an Indiana corporation and a subsidiary of
Gannett Co., Inc., a Delaware corporation, to purchase all the shares of Class A
Common Stock, no par value (the "Class A Stock"), and Class B Common Stock, no
par value (the "Class B Stock"), of Central Newspapers, Inc., an Indiana
corporation, that are issued and outstanding.
This will instruct you to tender the number of Shares indicated below (or,
if no number is indicated below, all Shares) that are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
<TABLE>
<S> <C> <C>
Number of Shares SIGN HERE
to be Tendered*:
---------------- shares of Class A Stock -------------------------------------------
Signature(s)
---------------- shares of Class B Stock -------------------------------------------
Please type or print name(s)
-------------------------------------------
-------------------------------------------
Please type or print address
-------------------------------------------
Area Code and Telephone Number
-------------------------------------------
Taxpayer Identification or
Social Security Number
Dated: , 2000
</TABLE>
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* Unless otherwise indicated, it will be assumed that all Shares held by us for
your account are to be tendered.
