SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant: CENTRAL NEWSPAPERS, INC.
Filed by a Party other than the Registrant:
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
CENTRAL NEWSPAPERS, INC.
(Name Of Registrant As Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6-(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11
(1) Title of each class of securities to which transaction
applies: N/A
(2) Aggregate number of securities to which transaction
applies: N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: N/A
(4) Proposed maximum aggregate value of transaction:
N/A
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing. N/A
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
March 24, 1994
To Our Shareholders:
The 1994 Annual Meeting of Shareholders of Central Newspapers,
Inc. will be held at First Indiana Plaza, 135 North Pennsylvania
Street, 7th Floor, Indianapolis, Indiana, on April 21, 1994. The
meeting will start promptly at 10:00 A.M., local time.
We urge you to read the enclosed Notice of Annual Meeting and
Proxy Statement so that you may be informed about the business to
come before the meeting. At your earliest convenience, please
sign and return the accompanying proxy in the postage-paid
envelope furnished for that purpose.
A copy of our Annual Report for 1993, which is not a part of our
proxy soliciting material, is enclosed.
Central Newspapers, Inc.
Frank E. Russell
President and Chief Executive Officer
Please complete, date, sign and mail promptly the accompanying
proxy in the return envelope provided for that purpose,
whether or not you plan to attend the meeting.
March 24, 1994
To Our Shareholders:
The Annual Meeting of Shareholders of Central Newspapers, Inc.
(the "Company") will be held on Wednesday, April 21, 1994, at
10:00 A.M., local time, at First Indiana Plaza, 135 North
Pennsylvania Street, 7th Floor, Indianapolis, Indiana.
The Annual Meeting will be held for the following purposes:
1. Election of Directors. Election of eight directors, each
for a one year term.
2. Selection of Auditors. Approval of the appointment of Geo.
S. Olive & Co. as auditors for the Company for the fiscal
year ending December 25, 1994.
3. Other Business. Such other matters as may properly come
before the meeting or any adjournment(s) thereof.
Shareholders of record at the close of business on March 16, 1994
are entitled to vote at the meeting.
By Order of the Board of Directors
Marjorie C. Tarplee
Secretary
PROXY STATEMENT
The enclosed proxy is solicited by the Board of Directors of
Central Newspapers, Inc., an Indiana corporation (the "Company"),
the principal executive offices of which are located at 135 North
Pennsylvania Street, Indianapolis, Indiana 46204. This Proxy
Statement and the enclosed proxy were mailed on or about
March 24, 1994.
The enclosed proxy is solicited for use at the Annual
Meeting of the Company's shareholders to be held on April 21,
1994, at 10:00 A.M., local time, at First Indiana Plaza, 135
North Pennsylvania Street, 7th Floor, Indianapolis, Indiana and
at any adjournment(s) thereof.
All shares represented by the enclosed proxy will be voted
at the meeting in accordance with instructions given by the
shareholder, but where no instruction is given, the shares will
be voted in favor of the action recommended by the Board of
Directors and, in the absence of any recommendation, in
accordance with the best judgment of the proxy holders. A
shareholder executing and delivering the enclosed proxy may
revoke it by a written notice delivered to the Secretary of the
Company or in person at the meeting, at any time before it is
exercised.
The entire cost of soliciting proxies will be borne by the
Company. The Company expects to reimburse brokers or other
persons for their reasonable out-of-pocket expenses in forwarding
proxy material to the beneficial owners.
PURPOSES OF MEETING
The purposes of the meeting are (1) to elect eight
directors, each for a one year term, (2) to approve the
appointment of Geo. S. Olive & Co. as auditors for the Company
for the fiscal year ending December 25, 1994, and (3) to transact
such other business as may properly come before the meeting. The
Board of Directors is not aware of any other business which will
come before the meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The close of business on March 16, 1994 has been fixed as
the record date for determining which shareholders are entitled
to notice of, and to vote at, the meeting and at any
adjournment(s) thereof. On that date, 23,458,700 shares of the
Company's Class A Common Stock and 31,578,000 shares of the
Company's Class B Common Stock were outstanding. The Company has
no other class of capital stock outstanding. Each holder of
record of Class A Common Stock on the record date will be
entitled to 1/10 of a vote for each share registered in his or
her name on each matter presented to a vote of the shareholders
at the Annual Meeting. Each holder of record of Class B Common
Stock on the record date will be entitled to one vote for each
share registered in his or her name on each matter presented to a
vote of the shareholders at the Annual Meeting. All shares of
Class A Common Stock and Class B Common Stock vote together as a
single class. A majority of the votes entitled to be cast, in
person or by proxy, is necessary for a quorum. Under Indiana
law, once a share is represented for any purpose at a meeting, it
is deemed present for quorum purposes for the remainder of the
meeting. The affirmative vote of a majority of the quorum is
required for the election of directors and the ratification of
the appointment of the auditors. Abstentions, broker non-votes
and instructions on a proxy to withhold authority to vote for one
or more of the director nominees will have the same effect as a
vote against the particular issue or nominee.
The persons listed in the following table are known by
management to own beneficially more than 5% of the outstanding
shares of the Company 's Class A Common Stock or Class B Common
Stock. The names and addresses of these persons, and the number
and percentage of shares of Class A Common Stock and Class B
Common Stock owned beneficially by them as of March 16, 1994
(based on the best information available to the Company on such
date) are included in the following table. To the Company's
knowledge, each shareholder has sole investment and voting power
with respect to the shares shown as beneficially owned by such
shareholder unless otherwise indicated.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner(1) Title of Class Beneficial Ownership of Class(2)
<S> <C> <C> <C> <C>
Eugene C. Pulliam Trust Class A Common Stock -0- --
Class B Common Stock 22,907,500 72.5%
Naomi M. Pulliam Class A Common Stock 5,073,600 21.6%
Class B Common Stock 26,640,000 (3) 84.4%
Eugene S. Pulliam Class A Common Stock 1,758,574 (4) 7.5%
Class B Common Stock 25,235,000 (3) 79.9%
Frank E. Russell Class A Common Stock 905,820 (5) 3.8%
Class B Common Stock 23,032,500 (3) 72.9%
Enid Goodrich Class A Common Stock 4,089,600 (6) 17.4%
One Indiana Square, Suite 600 Class B Common Stock 190,000 (7) *
Indianapolis, Indiana 46266
Liberty Fund, Inc. Class A Common Stock 1,386,600 5.9%
7440 Shadeland Avenue Class B Common Stock 190,000 (7) *
Indianapolis, Indiana 46250
NBD Bank, N.A. Class A Common Stock 1,568,800 (8) 6.7%
One Indiana Square, Suite 600 Class B Common Stock -0- --
Indianapolis, Indiana 46266
Ariel Capital Management, Inc. Class A Common Stock 2,021,921 (9) 8.6%
307 North Michigan Avenue Class B Common Stock -0- --
Chicago, Illinois 60601
Capital Guardian Trust Company Class A Common Stock 1,193,800 (10) 5.1%
333 South Hope Street Class B Common Stock -0- --
Los Angeles, California 90071
<FN>
* Less than one percent.
(1) Unless otherwise specified, all addresses: c/o Central Newspapers, Inc., 135 North Pennsylvania
Street, Indianapolis, Indiana 46204.
(2) Based upon 23,458,700 shares of Class A Common Stock and 31,578,000 shares of Class B Common Stock
outstanding as of March 16, 1994, which does not include options which are currently exercisable for
359,250 shares of Class A Common Stock held by certain officers and employees of the Company.
(3) Includes 22,907,500 shares owned by the Eugene C. Pulliam Trust of which Naomi M. Pulliam, Eugene S.
Pulliam and Frank E. Russell are Trustees. During the term of Naomi M. Pulliam as a Trustee, Mrs.
Pulliam controls the decisions of the Trustees.
(4) Includes (a) 20,000 shares owned by Jane Pulliam, wife of Eugene S. Pulliam, as to which shares Mr.
Pulliam disclaims beneficial ownership, and (b) 1,729,736 shares held by the Eugene S. Pulliam Trust
of which Eugene S. Pulliam is the Trustee. Does not include shares issuable to Mr. Pulliam upon
exercise of options granted under the Stock Option Plan (as hereinafter defined).
(5) Includes (a) 13,320 shares owned by Nancy M. Russell, wife of Frank E. Russell, as to which shares Mr.
Russell disclaims beneficial ownership and (b) 752,000 shares of Class A Common Stock owned by nine
separate trusts for which Frank E. Russell acts as sole trustee and as to which Mr. Russell disclaims
beneficial ownership. Does not include shares issuable to Mr. Russell upon exercise of options
granted under the Stock Option Plan.
(6) Includes (a) 217,800 shares held by a trust, of which Enid Goodrich shares the voting power, (b)
1,386,600 shares held by Liberty Fund, Inc., of which Enid Goodrich is Vice Chairman and a Director,
and (c) 1,568,800 shares held by NBD Bank, N.A. as agent for Enid Goodrich for which NBD Bank, N.A.
has sole voting power pursuant to a revocable agreement with Enid Goodrich, but with respect to which
Enid Goodrich retains sole dispositive power.
(7) Includes 190,000 shares held by Liberty Fund, Inc., of which Enid Goodrich is Vice Chairman and a
Director.
(8) Represents shares held by NBD Bank, N.A. as agent for Enid Goodrich for which NBD Bank, N.A. has sole
voting power pursuant to a revocable agreement with Enid Goodrich, but with respect to which Enid
Goodrich retains sole dispositive power. This information is as of February 10, 1994.
(9) Ariel Capital Management, Inc. holds all such shares for client accounts, none of which individually
represents more than 5% of the outstanding Class A Common Stock, and disclaims beneficial ownership of
such shares. Ariel Capital Management, Inc., in its capacity as investment advisor, has sole voting
power for 1,336,185 shares, shared voting power for 185,520 shares and sole investment power for
2,021,921 shares. This informaton is as of January 31, 1994.
(10) Capital Guardian Trust Company, a bank and operating subsidiary of The Capital Group, Inc. holds all
such shares for client accounts, none of which individually represents more than 5% of the outstanding
Class A Common Stock, and disclaims beneficial ownership of such shares. Capital Guardian Trust
Company, in its capacity as investment advisor, has sole voting power with respect to 859,700 shares
and sole investment power with respect to 1,193,800 shares. This information is as of December 31,
1993.
</TABLE>
<TABLE>
<CAPTION>
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth information with respect to the beneficial ownership
of the Company's Class A Common Stock and Class B Common Stock, as of March 16, 1994, by
its directors, director-nominees, named executive officers and all directors and executive
officers as a group. Unless otherwise indicated, each shareholder listed below has sole
investment and voting power with respect to the shares shown as beneficially owned by him.
Name of Number of Shares Percent of
Beneficial Owner Title of Class Beneficially Owned (1) Class(2)
<S> <C> <C> <C> <C>
Kent E. Agness Class A Common Stock 2,000 *
Class B Common Stock -0- --
Malcolm W. Applegate Class A Common Stock 4,619 (3) *
Class B Common Stock -0- --
William A. Franke Class A Common Stock 2,000 *
Class B Common Stock -0- --
Eugene S. Pulliam Class A Common Stock 1,758,574 (5) 7.5%
Class B Common Stock 25,235,000 (4) 79.9%
Dan Quayle Class A Common Stock 34,850 (8) *
Class B Common Stock 25,000 *
James C. Quayle Class A Common Stock 651,889 (6) 2.8%
Class B Common Stock 662,500 (7) 2.1%
Frank E. Russell Class A Common Stock 905,820 (9) 3.8%
Class B Common Stock 23,032,500 (4) 72.9%
Wayne D. Wallace Class A Common Stock 100 *
Class B Common Stock -0- --
Louis A. Weil, III Class A Common Stock 495 (10) *
Class B Common Stock -0- --
All directors and Class A Common Stock 3,360,347 14.3%
executive officers as Class B Common Stock 26,047,500 (9) 82.5%
a group (9 persons)
<FN>
* Less than one percent.
(1) Does not include shares of Class A Common Stock issuable upon exercise of options issued under the
Company's Stock Option Plan.
(2) Based upon 23,458,700 shares of Class A Common Stock and 31,578,000 shares of Class B Common Stock
outstanding as of March 16, 1994, which does not include options which are currently exercisable for
359,250 shares of Class A Common Stock held by certain officers and employees of the Company.
(3) Includes 619 shares are held for the benefit of Mr. Applegate by the Savings Plus Plan (as hereinafter
defined).
(4) Includes 22,907,500 shares owned by the Eugene C. Pulliam Trust of which Naomi M. Pulliam, Eugene S.
Pulliam and Frank E. Russell are Trustees. During the term of Naomi M. Pulliam as a Trustee, Mrs.
Pulliam controls the decisions regarding the Trust.
(5) Includes (a) 20,000 shares owned by Jane Pulliam, wife of Eugene S. Pulliam, as to which shares Mr.
Pulliam disclaims beneficial ownership, and (b) 1,729,736 shares held by the Eugene S. Pulliam Trust
of which Eugene S. Pulliam is the Trustee.
(6) Includes (a) 419,600 shares owned by Corinne P. Quayle, wife of James C. Quayle, as to which shares
Mr. Quayle disclaims beneficial ownership, and (b) 1,961 shares of The C&J Charitable Trust
Foundation, of which Mr. Quayle is a Co-Trustee, as to which shares Mr. Quayle disclaims beneficial
ownership.
(7) Includes 305,000 shares owned by Corinne P. Quayle, wife of James C. Quayle, as to which shares
Mr. Quayle disclaims beneficial ownership.
(8) Includes 8,816 shares owned by Marilyn Tucker Quayle, wife of Dan Quayle.
(9) Includes (a) 13,320 shares owned by Nancy M. Russell, wife of Frank E. Russell, as to which shares Mr.
Russell disclaims beneficial ownership, and (b) 752,000 shares held in nine separate trusts for which
Frank E. Russell acts as sole trustee and as to which Mr. Russell disclaims beneficial ownership.
(10) All 495 shares are held for the benefit of Mr. Weil by the Savings Plus Plan.
</TABLE>
PROPOSAL I -- ELECTION OF DIRECTORS
Eight directors will be elected at the meeting for a one
year term. All of the nominees listed below are currently
directors whose present terms of office will expire upon
completion of the election at the meeting. Unless otherwise
specified by the shareholder, the enclosed proxy will be voted in
favor of electing as directors the nominees listed below. If any
nominee should be unable to serve, the proxy will be voted for a
substitute nominee selected by the Board of Directors of the
Company.
The name, principal occupation, business experience since
1988, tenure and age of each nominee for election as a director
are as set forth below.
Kent E. Agness, age 44, has been a partner in the law firm
of Barnes & Thornburg since 1982. He has been a director of the
Company since 1990.
Malcolm W. Applegate, age 58, has been President of
Indianapolis Newspapers, Inc. since May 1993 and General Manager
of Indianapolis Newspapers, Inc. since July 1990. From July 1990
to May 1993 he was Vice President of Indianapolis Newspapers,
Inc. From 1985 until July 1990, Mr. Applegate was publisher of
the Lansing (Michigan) State Journal. He has been a director of
the Company since 1991.
William A. Franke, age 56, has been President of Franke &
Company, Inc., Phoenix, Arizona, an investment firm, since 1987.
Since September 1992 he has acted as Chairman of the Board of
America West Airlines, Inc., an airline carrier, and has acted as
its Chief Executive Officer since December 1993. Mr. Franke
served as a director of Circle K Corporation, an international
convenience store chain, from 1983 to 1993. From November 1989
to June 1990, he performed certain executive duties for Circle K
Corporation as Chairman of its Executive Committee, and from June
1990 to July 1993 acted as Chairman of its Special Committee of
Directors. He is a director of America West Airlines, Inc. and
Phelps Dodge Corporation. He has been a director of the Company
since 1990.
Eugene S. Pulliam, age 79, has been Publisher of The
Indianapolis Star and The Indianapolis News since 1975 and
President of Phoenix Newspapers, Inc. since 1979. He has been a
director of the Company since 1954. Mr. Pulliam is the brother-
in-law of James C. Quayle and the uncle of Dan Quayle.
Dan Quayle, age 47, has been Chairman of Circle Investors,
Inc. and FX Strategic Advisors, Inc. since 1993. He was Vice-
President of the United States from January, 1989 to January,
1993 and a United States Senator from January, 1979 to January,
1989. Mr. Quayle is a director of American Standard, Inc. He
has been a director of the Company since 1993. Mr. Quayle is the
son of James C. Quayle and the nephew of Eugene S. Pulliam.
James C. Quayle, age 72, has been President of Huntington
Newspapers, Inc. since 1964. He has been a director of the
Company since 1979. Mr. Quayle is the brother-in-law of Eugene
S. Pulliam and the father of Dan Quayle.
Frank E. Russell, age 73, has been President of the Company
since 1979. He has been a director of the Company since 1974.
Louis A. Weil, III, age 52, has been Publisher of The
Arizona Republic and The Phoenix Gazette and Executive Vice
President of Phoenix Newspapers, Inc. since July 1991. Mr. Weil
served as Publisher of Time from May 1989 to July 1991, and
President and Publisher of The Detroit News from May 1987 to May
1989. Mr. Weil serves as a member of the Board of Directors of
Global Government Plus Fund, Inc. as well as eleven other
investment companies within the Prudential family of mutual
funds. He has been a director of the Company since 1991.
COMMITTEES OF THE BOARD OF DIRECTORS AND
COMPENSATION OF DIRECTORS
The Board of Directors of the Company has a Nominating
Committee, an Audit Committee, a Stock Option Committee and a
Compensation Committee. The Nominating Committee held meetings
in March, 1993 and March, 1994. The members of the Nominating
Committee are Frank E. Russell (Chairman) and Eugene S. Pulliam.
This Committee has the responsibility of nominating individuals
to serve on the Board of Directors of the Company.
Each nominee for election as a director of the Company named
herein was recommended by the Nominating Committee. The
Nominating Committee will consider nominees recommended by
shareholders. Any shareholder who wishes to make such a
recommendation to the Nominating Committee should submit the name
or names of the individuals being recommended in writing to the
Nominating Committee, c/o Marjorie C. Tarplee, Secretary, Central
Newspapers, Inc., 135 North Pennsylvania Street, Indianapolis,
Indiana 46204 by December 25, 1994.
The Compensation Committee is responsible for developing the
Company's executive compensation policies and for reviewing and
determining compensation to be paid to the Chief Executive
Officer and the other ten most highly compensated employees of
the Company and its subsidiaries. The Compensation Committee
held four meetings during 1993. The members of the Compensation
Committee are William A. Franke (Chairman), Kent E. Agness,
Eugene S. Pulliam and James C. Quayle.
The Stock Option Committee consists of the outside directors
serving on the Compensation Committee. The Stock Option
Committee administers, construes and interprets the Central
Newspapers, Inc. Stock Option Plan (the "Stock Option Plan").
Members of the Stock Option Committee are not eligible to
participate in the Stock Option Plan while members or within one
year prior to their appointment as members. The Stock Option
Committee met one time in 1993. The members of the Stock Option
Committee are James C. Quayle (Chairman), Kent E. Agness and
William A. Franke.
The Audit Committee is responsible for reviewing the
services and fees of the Company's independent accountants and
the financial statements, accounting practices and adequacy of
auditing and internal controls of the Company. Kent E. Agness
(Chairman), Dan Quayle and William A. Franke are the members of
the Audit Committee. The Audit Committee held two meetings in
1993 and met again in February, 1994 with regard to the Company's
audited financial statements for fiscal year 1993.
The Board of Directors held five meetings during the
Company's fiscal year ended December 26, 1993. The only
incumbent director who attended fewer than 75% of the aggregate
number of meetings of the Board of Directors and committees of
which he was a member at the time of the meeting was James C.
Quayle, who missed one board meeting and two committee meetings.
Directors who are also employees of the Company receive no
director fees or other compensation for acting as a director.
Non-employee directors receive an annual retainer of $15,000,
$1,000 for each meeting of the Board of Directors attended and
$750 for each meeting of a committee of the Board attended. In
addition, non-employee directors receive certain life insurance
coverage. Kent E. Agness, William A. Franke and Dan Quayle
receive coverage under split-dollar life insurance arrangements
pursuant to which the Company will be reimbursed for premiums
paid. The dollar value benefit of the premiums paid pursuant to
such policies in 1993 was $5,287, $9,688 and $336 for Kent E.
Agness, William A. Franke and Dan Quayle, respectively. James C.
Quayle receives coverage under a death benefit only arrangement.
In 1993, the premiums paid with respect to James C. Quayle were
$2,286.
COMPENSATION OF EXECUTIVE OFFICERS
Compensation For Services
The compensation for services rendered to the Company and
its primary operating subsidiaries, Phoenix Newspapers, Inc.
("PNI") and Indianapolis Newspapers, Inc. ("INI"), during the
fiscal year ended December 26, 1993, paid to the Chief Executive
Officer and the four other most highly compensated executive
officers of the Company is set forth below:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
Other Annual Securities All Other
Compensa- Underlying Compensa-
Name and Principal Position Year Salary ($) Bonus ($) tion ($)(1) Options (#) tion ($)(1)
<S> <C> <C> <C> <C> <C> <C> <C>
Frank E. Russell 1993 394,266 100,000 (2) 52,500 4,771 (4)
President and Chief 1992 360,933 65,000 (2) 50,000 5,602 (3)
Executive Officer 1991 340,600 50,000 -- 50,000 --
Wayne D. Wallace 1993 123,850 31,250 (2) 11,000 14,649 (4)
Treasurer 1992 116,350 20,000 (2) 10,000 16,280 (3)
1991 110,600 15,000 -- 9,000 --
Eugene S. Pulliam 1993 99,678 -0- (2) 25,000 6,563 (4)
President of PNI and 1992 99,678 -0- (2) 25,000 6,375 (3)
Publisher of the Company's 1991 100,178 -0- -- 25,000 --
Indianapolis Newspapers
Malcolm W. Applegate 1993 198,850 66,600 (2) 22,500 39,298 (4)
President and 1992 184,267 35,000 (2) 20,000 43,917 (3)
General Manager of INI 1991 175,600 25,000 -- 18,000 --
Louis A. Weil, III 1993 349,125 164,438 (2) 32,000 51,269 (4)
Executive Vice President of 1992 329,317 100,292 305,663 (6) 30,000 59,331 (3)
PNI and Publisher of the 1991 133,433 (5) 40,000 (5) -- 30,000 --
Company's Phoenix Newspapers
<FN>
(1) In accordance with the transitional provisions applicable to the revised rules on executive officer and
director compensation disclosure adopted by the Securities and Exchange Commission, as informally
interpreted by the Commission's staff, the amounts of other annual compensation and all other compensation
are excluded for the Company's 1991 fiscal year.
(2) Executive officers of the Company receive certain perquisites, but with respect to this executive officer
the incremental cost of providing such perquisites does not exceed the lesser of $50,000 or 10% of the
officer's salary and bonus.
(3) Includes the following for Messrs. Russell, Wallace, Pulliam, Applegate and Weil, (i) Company matching
contributions to the Savings Plus Plan of $2,182, $2,182, $1,994, $2,182 and $2,182 for each named
executive officer, respectively; and (ii) group term life insurance policy premiums paid by the Company
for the period prior to the revision of the Company's life insurance arrangements of $1,263, $553, $474,
$1,774 and $2,218 for each named executive officer, respectively. In addition, with respect to Messrs.
Wallace, Applegate and Weil, this amount includes $13,545, $39,961 and $54,931, respectively, representing
the dollar value benefit of premium payments under split-dollar life insurance policies under which the
Company will be reimbursed for premiums paid. With respect to Mr. Russell and Mr. Pulliam, this amount
includes $2,157 and $3,907, respectively, which represents the premiums paid pursuant to a death benefit
only life insurance arrangement.
(4) Includes, for Messrs. Russell, Wallace, Pulliam, Applegate and Weil, Company matching contributions to the
Savings Plus Plan of $2,249, $2,249, $1,994, $2,249 and $2,249 for each named executive officer,
respectively. In addition, with respect to Messrs. Wallace, Applegate and Weil, this amount includes
$12,400, $37,049 and $49,020, respectively, representing the dollar value benefit of premium payments
under split-dollar life insurance policies under which the Company will be reimbursed for premiums paid.
With respect to Mr. Russell and Mr. Pulliam, this amount includes $2,522 and $4,569, respectively, which
represents the premiums paid pursuant to a death benefit only life insurance arrangement.
(5) Reflects Mr. Weil's employment by PNI for a partial year.
(6) Includes $271,788 paid to Mr. Weil as reimbursement for moving expenses and interim housing costs
associated with Mr. Weil's relocation to Phoenix and to compensate him for taxes payable as a result of
the reimbursement of these relocation expenses.
</TABLE>
Option Grants, Exercises and Holdings
The following tables set forth information relating to
option grants, exercises and holdings with respect to each of the
named executive officers in the fiscal year ended December 26,
1993, as well as the end of the fiscal year:
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable
Number of Percent of Value Assuming
Securities Total Options Annual Rates of Stock
Underlying Granted To Exercise Price Appreciation
Options Employees in Price Per Expiration For Option Term
Name Granted (1) Fiscal Year Share Date 5% (2) 10% (2)
<S> <C> <C> <C> <C> <C> <C>
Frank E. Russell 52,500 17.5% $23.875 10/29/03 $788,550 $1,998,150
Wayne D. Wallace 11,000 3.7% 23.875 10/29/03 165,220 418,660
Eugene S. Pulliam 25,000 8.3% 23.875 10/29/03 375,500 951,500
Malcolm W Applegate 22,500 7.5% 23.875 10/29/03 337,950 856,350
Louis A. Weil, III 32,000 10.7% 23.875 10/29/03 480,640 1,217,920
<FN>
(1) All such options become exercisable on October 29, 1996, the third anniversary of the date of grant.
(2) These gains are based upon assumed rates of annual compound stock price appreciation of 5% and 10%
from the date the options were granted over the full option term. These amounts represent certain
assumed rates of appreciation only. Actual gains, if any, on option exercises and Class A Common
Stock holdings are dependent on the future performance of the Company's Class A Common Stock and
overall stock market conditions. There can be no assurance that the amounts reflected on this table
will be achieved.
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
Value of
No. of Unexercised
Unexercised In-The-Money
Options at Options at
Shares Value Fiscal Year-End Fiscal Year-End
Acquired on Realized At Exer- Unexer- Exer- Unexer-
Name Exercise Exercise Date cisable cisable cisable (1) cisable (1)
<S> <C> <C> <C> <C> <C> <C>
Frank E. Russell 0 -- 80,000 102,500 $781,250 $389,688
Wayne D. Wallace 0 -- 17,000 21,000 168,250 79,625
Eugene S. Pulliam 0 -- 45,000 50,000 443,750 190,625
Malcolm W. Applegate 2,000 $11,250 26,000 42,500 251,500 160,938
Louis A. Weil, III 0 -- 30,000 62,000 277,500 235,500
<FN>
(1) Based on the closing price for Class A Common Stock on the last business day of the Company's 1993
fiscal year, which was $27.25 per share.
</TABLE>
Pension Plans
The Company, INI, Muncie Newspapers, Inc. and Huntington
Newspapers, Inc. (the "Central Companies") maintain the Central
Newspapers, Inc. Retirement Plan (the "Central Pension Plan") for
their employees. Huntington Newspapers, Inc. was formerly a
wholly owned subsidiary of the Company that was sold in 1964 and
that elected to continue its participation in the Central Pension
Plan. PNI maintains the Phoenix Newspapers, Inc. Retirement Plan
(the "Phoenix Pension Plan") for its employees. The Central
Pension Plan and the Phoenix Pension Plan are substantially
identical plans and are hereinafter collectively referred to as
the "Pension Plans." The Pension Plans are tax qualified defined
benefit plans under the Internal Revenue Code of 1986, as amended
(the "Code") and are subject to requirements imposed under the
Employee Retirement Income Security Act of 1974, as amended
("ERISA").
Employees of the Central Companies and PNI (collectively,
the "Participating Companies") automatically become participants
in the Pension Plans on the first day of the month following
completion of at least 1,000 hours of service in a designated one
year period of employment with the Participating Companies.
Benefits are fully vested upon completion of at least five years
of service. Benefits also become vested upon a participant's
death, disability or attainment of normal retirement age.
For service prior to 1994, a participant's annual retirement
income under the Pension Plans is equal to the sum of his basic
credits and his supplemental credits, subject to a special dollar
limitation under the Code. However, the Participating Companies
have periodically increased the amount of retirement income
payable to participants. The Participating Companies contribute
amounts to the Pension Plans on a periodic basis which, when
aggregated with voluntary employee contributions, are sufficient
to fund the Pension Plans in accordance with actuarial
assumptions. Benefits are payable upon normal, early or
disability retirement and deferred vested benefits are payable on
other terminations of employment. Benefits with an actuarial
value in excess of $3,500 are payable on a monthly basis. Under
certain circumstances, survivor benefits are payable upon the
death of a participant.
For service prior to 1994, a participant generally earns
basic credits for each week's participation in the Pension Plans
equal to the amount of his weekly earnings, up to $312.00,
multiplied by 1-7/8%. A participant may choose to earn
supplemental credits for each week of participation in the
Pension Plans by voluntarily contributing up to 3-3/4% of his
weekly earnings over $312.00 (including salary, wages, overtime,
bonuses and contributions to the Central Newspapers, Inc. Savings
Plus Plan (the "Savings Plus Plan")) to the Pension Plans. If a
participant chooses to make such voluntary contributions, he
receives supplemental credits equal to 60% of the voluntary
contributions made each week.
Effective January 1, 1994 the Pension Plans were amended to
eliminate the voluntary employee contribution feature, provide
future benefits based on the participants' years of service and
average compensation at retirement and enhance the pension
benefits of early retirees who begin receiving their benefits
before age 65. Specifically, a participant's retirement benefit
for periods of service after 1993 equals 1.2% of the
participant's average annual compensation for the highest 5 of
his last 10 years of employment with the Participating Companies
multiplied times his number of years of service with the
Participating Companies after 1993. Plan participants who had
attained age 50 on December 31, 1993 could elect to continue
making voluntary employee contributions and have benefits
provided under the pre-1994 plan provisions. Huntington
Newspapers, Inc. elected to continue providing benefits under the
prior plan provisions to all eligible employees. The benefits
provided to existing retirees and beneficiaries were increased by
varying amounts up to ten percent. These amendments are subject
to approval by the Internal Revenue Service.
The aggregate annual benefit payments receivable by a
participant under the Pension Plans are subject to a maximum
benefit amount equal to the lesser of the following amounts: (i)
$118,800 in fiscal 1994 subject to specified limitations and
adjustments under the Code; or (ii) 100% of the participant's
average annual income (as defined under Section 415 of the Code)
from the Participating Companies during the three consecutive
years in which the employee was a participant in the Pension
Plans and had the greatest aggregate income from the
Participating Companies.
The table below shows the estimated annual benefits
expressed in single life annuity form that would be provided by
the Pension Plans for the executive officers named in the cash
compensation table if such officers had both attained age 65 and
retired on January 1, 1994. All such executive officers have
made the maximum possible voluntary contributions to the Pension
Plans. For officers currently receiving mandatory distributions,
the table shows the amount of benefits expected to be received
during 1994.
<TABLE>
<CAPTION>
Estimated Annual
Benefits at January 1, 1994
<S> <C>
Frank E. Russell $66,082
Wayne D. Wallace $24,515
Eugene S. Pulliam $57,268
Malcolm W. Applegate $12,631
Louis A. Weil, III $10,309
</TABLE>
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
Statement of Compensation Policies
The Compensation Committee of the Board of Directors of the
Company (the "Compensation Committee") is responsible for
developing the Company's executive compensation policies. The
Compensation Committee has adopted the following list of
objectives to be achieved through its compensation of executive
officers:
-- Provide compensation opportunities which are
comparable to those offered by other similar
companies in our industry, thus allowing the
Company to compete for and retain talented
executives who are critical to the Company's
long-term success;
-- Reward key executive officers annually based
on an overall assessment of their
performance; and
-- Align the interest of executives with the
long-term interests of shareholders through
the award of stock options that can result in
the ownership of the Company's Class A Common
Stock.
At present, the Company's executive compensation program is
comprised of base salary, annual incentive bonuses and long-term
incentive opportunities in the form of stock options.
Base Salary
The Compensation Committee determines, on an annual basis,
the base salary of the Chief Executive Officer and each of the
other ten most highly compensated employees of the Company and
its subsidiaries. Base salary levels for the Company's executive
officers are intended to be comparable to those offered by other
similar companies in the newspaper industry. The Compensation
Committee's primary sources of comparative data are the companies
selected for inclusion in the index of peer companies used in
constructing the performance graph which follows this report,
although salary data from other media companies which compete
with the Company for executive talent is considered when
appropriate. In determining salaries, the Compensation Committee
also takes into account an executive's position, tenure and
individual experience and the Compensation Committee's subjective
assessment of individual performance. Generally, corporate
performance is not a factor in determining base salaries.
Effective April 1, 1993, the Compensation Committee
increased the salary paid to Frank E. Russell, Chief Executive
Officer of the Company. This increase reflected the Compensation
Committee's subjective assessment of Mr. Russell's individual
performance. The increase was also intended to make Mr.
Russell's salary more competitive with the salaries paid to chief
executive officers by other similar companies in the newspaper
industry. Based upon information it has received through
compensation consultants and otherwise, the Compensation
Committee believes Mr. Russell's base salary is below the median
of the range of salaries paid to chief executive officers by
other similar companies in the newspaper industry.
Incentive Bonus Awards for 1993
The Compensation Committee is responsible for determining
the amount of the incentive bonus for the Chief Executive Officer
of the Company. Mr. Applegate and Mr. Weil received bonuses for
1993 pursuant to Management By Objectives Programs at INI and
PNI, respectively (the "MBO Programs"). The MBO Programs pay
bonuses based upon the achievement of certain profitability and
individual objectives. The bonus formula, profitability
objectives and individual objectives for each participating
employee are set each year by management of INI and PNI,
respectively, and are approved by Mr. Russell. The Compensation
Committee does not administer the MBO Programs. The amount of
the incentive bonus paid to Mr. Wallace for 1993 was determined
by the Chief Executive Officer based upon his subjective
evaluation of (i) Mr. Wallace's performance in achieving certain
individual objectives, and, (ii) the performance of the Company.
In determining the amount of annual incentive bonus paid to
Mr. Russell, the Compensation Committee considered Mr. Russell's
performance in managing the Company in what continues to be a
challenging business climate for newspapers. In particular, the
Compensation Committee considered its subjective assessment of
the Company's performance in 1993, as well as Mr. Russell's
efforts in (i) completing the first newspaper acquisition by the
Company in over 40 years, (ii) managing the transition of
leadership at INI following the death of W.A. Dyer Jr., (iii)
completing an analysis and redesign of the Company's retirement
plans, (iv) continuing to build the Company's management team,
and (v) engaging in long-term planning for the Company and its
operating subsidiaries. The Compensation Committee also
considered the amounts paid as bonuses to Mr. Weil and Mr.
Applegate under the MBO Programs in determining Mr. Russell's
bonus for 1993.
Stock Option Awards for 1993
The Central Newspapers, Inc. Stock Option Plan is the
Company's long-term incentive plan for executive officers and key
managers. The objective of the program is to align executive and
shareholder long-term interests enabling executives to develop
and maintain a significant, long-term ownership position in the
Company's Class A Common Stock. Option grants are made by the
Stock Option Committee, which consists of the three members of
the Compensation Committee who are outside directors.
In granting stock options to the executive officers of the
Company, including Mr. Russell, the practices of other major
companies as reported by an independent compensation consultant,
the amount of previous option grants and the Stock Option
Committee's subjective assessment of the executive's level of
responsibility and contributions to the Company are considered.
These determinations are made without regard to the amount of an
executive officer's aggregate stock option holdings. The grants
made in 1993, as set forth in the tables above, reflect such
considerations.
William A. Franke, Chairman
Kent E. Agness
Eugene S. Pulliam
James C. Quayle
Members of the Compensation Committee
March 16, 1994
COMPANY PERFORMANCE
The following graph show a comparison of cumulative total
returns for the Company's Class A Common Stock, the Standard &
Poor's 500 Stock Index (the "S&P 500") and an index of peer
companies selected by the Company.
COMPARISON OF 51 MONTH CUMULATIVE TOTAL RETURN (1)
Among Central Newspapers, Inc., S & P 500 and a Peer Group (2)
[Filed in paper under cover of Form SE]
(1) The total cumulative return on investment (change in the
year end stock price plus reinvested dividends) (the "Total
Return") for the Company's Class A Common Stock is based on
a $100.00 investment as of September 21, 1989 (the day
following the date that the registration of the Class A
Common Stock became effective under the Securities Exchange
Act of 1934, as amended, and the date on which the Class A
Common Stock first traded on the New York Stock Exchange) at
the initial public offering price of $21.00 per share.
Total Return for the peer group is based on a $100
investment as of September 21, 1989 and the Total Return for
the S & P 500 is based on a $100 investment as of August 31,
1989. The Total Return for the Class A Common Stock and the
peer group is shown through December 26, 1993. The Total
Return for the S & P 500 is shown through December 31, 1993.
(2) Investment in the peer group is weighted based on market
capitalization as of September 21, 1989. Companies in the
peer group are as follows: Gannett Co., Inc., Knight-
Ridder, Inc., Lee Enterprises, Incorporated, McClatchy
Newspapers, Inc., The New York Times Company, Pulitzer
Publishing Company, The E.W. Scripps Company, Tribune
Company and The Washington Post Company. The peer group
used to construct the performance graph for the Company's
1992 proxy statement included Affiliated Publications, Inc.
During 1993, Affiliated Publications, Inc. merged with and
into The New York Times Company, another member of the peer
group. For this reason, Affiliated Publications, Inc. was
not included in the peer group for purposes of constructing
the performance graph set forth above.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Eugene S. Pulliam, Executive Vice President of the Company,
President of PNI and Publisher of the Company's Indianapolis
Newspapers, serves on the Compensation Committee of the Company.
Since September 17, 1992, PNI has been the holder of a
$544,500 promissory note of America West Airlines, Inc., which is
presently operating in Chapter 11 under the Federal bankruptcy
laws. The note was issued pursuant to a facility in which a
number of lenders extended debtor-in-possession financing to
America West Airlines, Inc. The note, which bears interest at a
rate of 3.5% in excess of the London Interbank Offered Rate, is
due on June 30, 1994 and is secured, together with the
obligations of other lenders providing debtor-in-possession
financing, by liens on substantially all of the assets of America
West Airlines, Inc. William A. Franke became the Chairman of the
Board of America West Airlines, Inc. on September 17, 1992 and
currently acts as its Chief Executive Officer.
TERMINATION OF EMPLOYMENT ARRANGEMENTS
Louis A. Weil, III, Executive Vice President of PNI and
Publisher of the Company's Phoenix Newspapers, is party to a
Termination Benefits Agreement, dated as of August 1, 1991, with
PNI which entitles him to receive a payment from PNI in the event
he is terminated for any reason other than cause (as defined in
the agreement) or his death, total disability or attainment of
age 65. Such payment shall be in an amount equal to ten percent
(10%) of Mr. Weil's annual base salary on the date of termination
for each full six months of service prior to termination,
provided that such payment is limited to 100% of Mr. Weil's
annual base salary.
PROPOSAL II -- APPROVAL OF AUDITORS
The Board of Directors has selected, subject to the approval
of the shareholders, the firm of Geo. S. Olive & Co., certified
public accountants, as independent accountants to audit the
financial statements of the Company for its fiscal year ending
December 25, 1994. Geo. S. Olive & Co. has served in that
capacity for over 40 years. Representatives of Geo. S. Olive &
Co. will be present at the Annual Meeting, will have the
opportunity to make a statement, if they desire to do so, and
will respond to appropriate questions.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Company retains as its legal counsel the law firm of
Barnes & Thornburg, of which Kent E. Agness is a partner. The
amount of fees paid to Barnes & Thornburg for the 1993 fiscal
year was less than 5% of the Company's gross revenues for such
fiscal year and less than 5% of Barnes & Thornburg's gross
revenues for the same period.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's directors, executive officers and
persons who own more than ten percent of the Company's Common
Stock, to file with the Securities and Exchange Commission and
the New York Stock Exchange initial reports of ownership and
reports of changes in ownership of Common Stock of the Company.
Officers, directors and greater than ten-percent shareholders are
required by Securities and Exchange Commission regulations to
furnish the Company with copies of all Section 16(a) forms they
file.
Specific due dates for these reports have been established,
and the Company is required to disclose in this Proxy Statement
any failure to file by these dates during 1993. To the Company's
knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no
other reports were required, with respect to the fiscal year
ended December 26, 1993, all Section 16(a) filing requirements
applicable to the Company's officers, directors and greater than
ten-percent shareholders were complied with, except one report on
Form 5 was filed late by James C. Quayle, a Director of the
Company. In addition, Frank E. Russell, a Director and officer
of the Company, made one late filing of a report on Form 4 with
respect to a period prior to the fiscal year ended December 26,
1993.
SHAREHOLDER PROPOSALS
The Company's Code of By-Laws provide that only such
business may be conducted at a meeting of shareholders as shall
have been properly brought before the meeting, and as shall have
been determined to be lawful and appropriate for consideration by
shareholders at the meeting. To properly bring business before
the meeting of shareholders, written notice thereof must be
delivered to or mailed and received by the Secretary of the
Company not less than ten (10) days prior to the meeting. A
shareholder's notice shall set forth as to each matter the
shareholder proposes to bring before the meeting (a) a brief
description of the business desired to be brought before the
meeting, (b) the name and address, as they appear on the
Company's shareholder list, of the shareholder proposing such
business, (c) the class and number of shares of the Company which
are beneficially owned by the shareholder, and (d) any interest
of the shareholder in such business.
Shareholders of the Company may also nominate persons for
election to the Board of Directors by providing written notice to
the Secretary of the Company. Such notice must be delivered to
or mailed and received at the principal office of the Company not
less than ten (10) days prior to the meeting and must set forth
as to each person whom the shareholder proposes to nominate
(a) the name, age, business address and residence address of such
person, (b) the principal occupation or employment of such
person, (c) the class and number of shares of the Company which
are beneficially owned by such person, (d) any other information
relating to such person that is required to be disclosed in
solicitation of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under
the Securities Exchange Act of 1934, as amended (including
without limitation such person's written consent to serving as a
director if elected), and (e) the qualifications of the nominee
to serve as a director of the Company. The Company may require
any proposed nominee to furnish such other information as may
reasonably be required by the Company to determine the
eligibility of such proposed nominee to serve as a director of
the Company.
Proposals of shareholders intended to be presented at the
next Annual Meeting to be held in April, 1995 must be received by
the Company at its principal executive offices for inclusion in
the proxy statement and form of proxy relating to that meeting no
later than December 25, 1994.
ANNUAL REPORT
The Annual Report for the Company's fiscal year ended
December 26, 1993, is being mailed with this Proxy Statement to
all shareholders. The Annual Report is not a part of the proxy
soliciting material.
OTHER MATTERS
Insofar as any of the information in this Proxy Statement
may rest peculiarly within the knowledge of persons other than
the Company, the Company relies upon information furnished by
others for the accuracy and completeness thereof. Management is
not aware of any business to come before the Annual Meeting other
than that described in the Proxy Statement. However, if any
other matters should properly come before the Annual Meeting, it
is intended that the proxies solicited hereby will be voted with
respect to those other matters in accordance with the judgment of
the persons voting the proxies.
CENTRAL NEWSPAPERS, INC.
CLASS A COMMON STOCK
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 21, 1994
The undersigned appoints Eugene S. Pulliam and Frank E. Russell,
or either of them, with full power of substitution, as proxies to
vote all shares of CLASS A COMMON STOCK held by the undersigned
at the Annual Meeting of Shareholders of Central Newspapers, Inc.
to be held April 21, 1994, at 10:00 a.m., Indianapolis time, and
at any adjournment thereof, on the following matters:
1. ELECTION OF DIRECTORS
FOR all eight nominees listed below (except
as marked to the contrary below) [_]
WITHHOLDING AUTHORITY to vote for all nominees
listed below [_]
KENT E. AGNESS, MALCOLM W. APPLEGATE, WILLIAM A. FRANKE,
EUGENE S. PULLIAM, DAN QUAYLE, JAMES C. QUAYLE,
FRANK E. RUSSELL, LOUIS A. WEIL, III
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the line provided below.)
_________________________________________________
2. APPROVAL OF AUDITORS
FOR approval of Geo. S. Olive & Co. as auditors for
Central Newspapers, Inc. for the fiscal year ending
December 25, 1994 [_]
AGAINST approval of Geo. S. Olive & Co. [_]
ABSTAIN [_]
3. In their discretion, upon such other business (none of
which is known to management of Central Newspapers, Inc. as of
the mailing date of this proxy) as may properly come before the
meeting.
IMPORTANT - This Proxy must be signed and dated on the reverse
side.
<PAGE>
[Reverse Side of Proxy]
(Continued from other side)
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THE
SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON
THE OTHER SIDE OF THIS PROXY CARD. IF ANY DIRECTOR NOMINEE
SHOULD BE UNABLE TO SERVE, THE SHARES WILL BE VOTED FOR A
SUBSTITUTE NOMINEE SELECTED BY THE BOARD OF DIRECTORS. IF ANY
OTHER BUSINESS COMES BEFORE THE MEETING, THE SHARES REPRESENTED
BY THIS PROXY WILL BE VOTED IN FAVOR OF THE ACTION RECOMMENDED BY
THE BOARD OF DIRECTORS AND, IN THE ABSENCE OF A RECOMMENDATION,
IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PROXY HOLDERS.
Please sign exactly and as fully as shown below. When shares are
held by two or more persons, all of them should sign. When
signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation,
please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership
name by authorized person.
Dated: ______________________, 1994
__________________________________
(Signature)
__________________________________
(Signature if held jointly)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE.
CENTRAL NEWSPAPERS, INC.
CLASS B COMMON STOCK
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 21, 1994
The undersigned appoints Eugene S. Pulliam and Frank E. Russell,
or either of them, with full power of substitution, as proxies to
vote all shares of CLASS B COMMON STOCK held by the undersigned
at the Annual Meeting of Shareholders of Central Newspapers, Inc.
to be held April 21, 1994, at 10:00 a.m., Indianapolis time, and
at any adjournment thereof, on the following matters:
1. ELECTION OF DIRECTORS
FOR all eight nominees listed below (except
as marked to the contrary below) [_]
WITHHOLDING AUTHORITY to vote for all nominees
listed below [_]
KENT E. AGNESS, MALCOLM W. APPLEGATE, WILLIAM A. FRANKE,
EUGENE S. PULLIAM, DAN QUAYLE, JAMES C. QUAYLE,
FRANK E. RUSSELL, LOUIS A. WEIL, III
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the line provided below.)
______________________________________________________
2. APPROVAL OF AUDITORS
FOR approval of Geo. S. Olive & Co. as auditors for
Central Newspapers, Inc. for the fiscal year ending
December 25, 1994 [_]
AGAINST approval of Geo. S. Olive & Co. [_]
ABSTAIN [_]
3. In their discretion, upon such other business (none of
which is known to management of Central Newspapers, Inc. as of
the mailing date of this proxy) as may properly come before the
meeting.
IMPORTANT - This Proxy must be signed and dated on the reverse
side.
[Reverse Side of Proxy]
(Continued from other side)
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THE
SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON
THE OTHER SIDE OF THIS PROXY CARD. IF ANY DIRECTOR NOMINEE
SHOULD BE UNABLE TO SERVE, THE SHARES WILL BE VOTED FOR A
SUBSTITUTE NOMINEE SELECTED BY THE BOARD OF DIRECTORS. IF ANY
OTHER BUSINESS COMES BEFORE THE MEETING, THE SHARES REPRESENTED
BY THIS PROXY WILL BE VOTED IN FAVOR OF THE ACTION RECOMMENDED BY
THE BOARD OF DIRECTORS AND, IN THE ABSENCE OF A RECOMMENDATION,
IN ACCORDANCE WITH THE BEST JUDGMENT OF THE PROXY HOLDERS.
Please sign exactly and as fully as shown below. When shares are
held by two or more persons, all of them should sign. When
signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation,
please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership
name by authorized person.
Dated: _________________________, 1994
________________________________________
(Signature)
________________________________________
(Signature if held jointly)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE
ENCLOSED ENVELOPE.
