SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Central Newspapers, Inc.
(Name of Issuer)
Class A Common Stock, without par value
(Title of Class of Securities
154647 10 1
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
(Contained on following page(s))
Page (1) of (6) Pages
1 NAME OF REPORTING PERSON
S.S. OR IRS IDENTIFICATION NO. OF ABOVE PERSON
Eugene S. Pulliam
SS ####-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 5 SOLE VOTING POWER
SHARES 2,016,324
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 2,310,750
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 2,016,324
8 SHARED DISPOSITIVE POWER
2,310,750
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,327,074
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
16.3%
12 TYPE OF REPORTING PERSON*
IN
Page (2) of (6) Pages
Item 1(a). Name of Issuer.
Central Newspapers, Inc.
Item 1(b). Address of Issuer's Principal Offices.
135 North Pennsylvania Street, Suite 1200
Indianapolis, Indiana 46204
Item 2(a). Name of Person Filing.
Eugene S. Pulliam
Item 2(b). Address of Principal Business Office.
307 North Pennsylvania Street
Indianapolis, Indiana 46204
Item 2(c). Citizenship.
United States of America
Item 2(d). Title of Class of Securities.
Class A Common Stock, without par value.
Item 2(e). CUSIP Number.
154647 10 1
Item 3. Status of Person Filing.
If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) [ ] Broker of Dealer registered under Section 15 of
the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19)
of the Act
(d) [ ] Investment Company registered under section 8 of
the Investment Company Act
Page (3) of (6) Pages
(e) [ ] Investment Adviser registered under section 203 of
the Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; See Section 240.,13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See Item 7)
Item 3 is not applicable. This statement is being filed
pursuant to Rule 13d-1(c).
Item 4. Ownership.
(a) Amount Beneficially Owned:
4,327,074
(b) Percent of Class:
16.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
2,016,324
(ii) shared power to vote or to direct the vote
2,310,750
(iii) sole power to dispose or to direct the
disposition of
2,016,324
(iv) shared power to dispose or to direct the
disposition of
2,310,750
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be
Page (4) of (6) Pages
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More then Five Percent on Behalf of
Another Person.
Eugene S. Pulliam shares the power to vote or dispose of
2,310,750 shares of Class A Common Stock, without par value, of
Central Newspapers, Inc. (the "Class A Common Stock"). Of these
shares, 20,000 (of which Eugene S. Pulliam disclaims beneficial
ownership) are held in the name of his wife, Jane Pulliam.
Eugene S. Pulliam shares the power to vote or dispose of the
remaining shares of Class A Common Stock by virtue of being one
of three trustees of the Eugene C. Pulliam Trust (the "Trust").
The other two trustees of the Trust are Naomi Mason Pulliam and
Frank E. Russell. The indenture that created the Trust (the
"Trust Indenture") provides that, for so long as Naomi Mason
Pulliam is a trustee of the Trust, her decision will be final and
determinative if the three trustees of the Trust are unable to
reach a unanimous decision.
The Trust owns 22,907,500 shares of Class B Common Stock,
without par value (the "Class B Common Stock"), of Central
Newspapers, Inc. (the "Company"). Pursuant to the Articles of
Incorporation of the Company, each share of Class B Common Stock
may be converted into one tenth of a share of Class A Common
Stock.
Pursuant to the Trust Indenture, all dividends paid with
respect to the shares of Class B Common Stock owned by the Trust
will be paid to Naomi Mason Pulliam during her lifetime. Upon
her death, all such dividends shall be paid to those descendants
of Eugene C. Pulliam who are living at the time the Trust
receives such dividends. Eugene S. Pulliam is the son of Eugene
C. Pulliam.
Pursuant to the terms of the Trust Indenture, the Trust will
terminate twenty-one years after the death of the survivor of the
class consisting of the descendants of Eugene C. Pulliam living
at the time of the most recent amendment to the Trust Indenture
in May, 1973. Based upon average mortality tables, it is
estimated that the Trust will terminate in 2075.
The Trust Indenture directs the trustees of the Trust (the
"Trustees") not to sell, lease, exchange, pledge or otherwise
dispose of Class B Common Stock owned by the Trust in any way.
The Trustees may, however, approve reorganizations and
recapitalizations of the Company, including mergers and
consolidations, provided, however, that such reorganization or
recapitalization does not result in the Trust possessing a
Page (5) of (6) Pages
smaller proportion of the voting power of the Company (or of any
corporation into which it is merged or consolidated) than the
Trust possessed at the time of the execution of the Trust
Indenture. At the time of the execution of the Trust Indenture,
the Trust held approximately 54% of the voting power of the
Company. The Trust Indenture specifies that this limitation
shall last for the duration of the Trust, except that the
limitation shall become void if, at any time after the death of
Eugene C. Pulliam, the Trustees (a) unanimously determine that a
substantially complete loss of the value of the property held in
the Trust is seriously threatened and (b) obtain the written
consent of two-thirds of the adult beneficiaries of the Trust.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the
Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
Signature
After reasonable 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.
Dated: February 14, 1994 /s/ Eugene S. Pulliam
Eugene S. Pulliam
Page (6) of (6) Pages
