NEWS RELEASE
FOR IMMEDIATE RELEASE Aug. 1, 2000
ARLINGTON, Va. - Gannett Co., Inc. announced today that a Gannett subsidiary,
Pacific and Southern Indiana Corp., completed its cash tender offer for the
outstanding Class A Common Stock and Class B Common Stock of Central
Newspapers, Inc.
Effective today, Gannett has assumed control of Central's operations and
Douglas H. McCorkindale, President and Chief Executive Officer of Gannett,
has been named President and Chief Executive Officer of Central Newspapers.
In addition, Gary L. Watson, Larry F. Miller, Gracia C. Martore, Thomas L.
Chapple and Christopher W. Baldwin have been elected to serve as Vice
President, Vice President, Treasurer, Secretary and Assistant Treasurer of
Central, respectively. In addition, Gannett executives John J. Curley,
McCorkindale, Miller, Chapple and Watson have been appointed to the Board of
Directors of Central to fill the vacancies due to the resignations of L. Ben
Lytle, Kathryn L. Munro, Myrta J. Pulliam, Frank E. Russell and Richard Snell.
The tender offer expired at 12 midnight, New York City time, on Monday, July
31, 2000. Based on preliminary information, a total of 32,090,131 shares of
Class A Stock (including 1,714,815 shares of Class A Stock subject to
guaranteed delivery), representing approximately 98.1 percent of the
outstanding Class A Stock of Central, and a total of 55,284,735 shares of
Class B Stock (including 49,990 shares of Class B Stock subject to guaranteed
delivery), representing approximately 99.9 percent of the outstanding
Class B Stock of Central, were validly tendered prior to the expiration of
the offer and not withdrawn. All such shares have been accepted for purchase
in accordance with the terms of the offer.
Under the terms of the merger agreement among Central Newspapers, Gannett
and the Gannett subsidiary announced on June 28, 2000, Gannett will complete
its acquisition of Central Newspapers by effecting a merger of the Gannett
subsidiary into Central Newspapers under Indiana law, in which the remaining
outstanding shares of Central's Class A Stock and Class B Stock held by
persons other than Gannett or Central Newspapers will be converted into the
right to receive $64 and $6.40 per share, respectively. The merger is expected
to be completed shortly.
Gannett Co., Inc. is an international news and information company that now
publishes 99 daily newspapers in the USA, including USA TODAY, the nation's
largest-selling daily newspaper. The company also owns in excess of 200 non-
daily publications and USA WEEKEND, a weekly newspaper magazine. In the
United Kingdom, Gannett subsidiary Newsquest plc publishes nearly 300 titles,
including 15 daily newspapers. In July, Gannett acquired 19 daily newspapers
and related publications from Thomson Newspapers, Inc. Gannett also operates
22 television stations and is an Internet leader with sites sponsored by most
of its TV stations and newspapers including USATODAY.com, one of the most
popular news sites on the Web.
Central Newspapers is a media and information company. Through its flagship
newspapers The Arizona Republic and The Indianapolis Star, Central publishes
the only major dailies in the greater Phoenix metropolitan area and central
Indiana, and also operates those markets' leading local Internet portals,
azcentral.com in Arizona and indy.com in Indianapolis. Central also owns and
operates several smaller newspapers as well as other related media and
information businesses, including 23 percent of BrassRing, Inc.
This release contains forward looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
projected in such statements. Potential risks and uncertainties include, but
are not limited to, satisfaction of the conditions to closing and Gannett's
ability to integrate Central Newspapers operations and achieve the anticipated
synergies of the transaction. The parties are required to file documentation
with the Securities and Exchange Commission concerning the transaction. WE URGE
INVESTORS TO READ THE SCHEDULE TO, THE SCHEDULE 14D-9 AND ANY OTHER RELEVANT
DOCUMENTS TO BE FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the documents
filed by Gannett or Central with the Commission at the Commission's web site
at www.sec.gov. In addition, documents filed with the SEC by Gannett or Central
will be available free of charge by directing a request to the Secretary of
Gannett at 1100 Wilson Blvd., Arlington, VA 22234 and the Secretary of Central
at 200 E. Van Buren St., Phoenix, AZ 85004, respectively.
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