SCHEDULE 14A
Information Required in Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(AMENDMENT NO. )
Filed by the Registrant: [X]
Filed by a Party other than the Registrant: [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission only (as permitted by
Rule 14a-6(e)(2))
[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) or Item 22(a)(2) of Schedule 14A.
[ ] $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 [set forth
the amount on which the filing fee is calculated and
state how it was determined]: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] 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:
<PAGE>
March 22, 1996
To Our Shareholders:
The 1996 Annual Meeting of Shareholders of Central Newspapers, Inc. will be held
at the INI Pulliam Production Centre, 8278 Georgetown Road, Indianapolis,
Indiana, on April 17, 1996. 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 1995, which is not a part of our proxy
soliciting material, is enclosed.
Central Newspapers, Inc.
/s/Louis A. Weil, III
-------------------------------------
Louis A. Weil, III
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.
<PAGE>
[This Page Intentionally Left Blank]
<PAGE>
March 22, 1996
To Our Shareholders:
The Annual Meeting of Shareholders of Central Newspapers, Inc. (the "Company")
will be held on Wednesday, April 17, 1996, at 10:00 A.M., local time, at the INI
Pulliam Production Centre, 8278 Georgetown Road, Indianapolis, Indiana.
The Annual Meeting will be held for the following purposes:
1. To elect eight directors of the Company, each to serve for a one year
term.
2. To approve the appointment by the Board of Directors of Geo. S. Olive
& Co. LLC as auditors for the Company for the fiscal year ending
December 29, 1996.
3. To transact such other business as may properly come before the
meeting or any adjournment(s) thereof.
Shareholders of record at the close of business on March 19, 1996 are entitled
to vote at the meeting.
Central Newspapers, Inc.
/s/Louis A. Weil, III
-------------------------------------
Louis A. Weil, III
President and Chief Executive Officer
<PAGE>
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, Suite
1200, Indianapolis, Indiana 46204. This Proxy Statement and the enclosed proxy
were mailed on or about March 22, 1996.
The enclosed proxy is solicited for use at the Annual Meeting of the
Company's shareholders to be held on April 17, 1996 at 10:00 A.M., local time,
at the INI Pulliam Production Centre, 8278 Georgetown Road, 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 President 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 to serve
for a one year term, (2) to approve the appointment of Geo. S. Olive & Co. LLC
as auditors for the Company for the fiscal year ending December 29, 1996, 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 19, 1996 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. As of March 1, 1996, 23,561,111
shares of the Company's Class A Common Stock and 31,553,000 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 approval 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 1, 1996 (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.
1
<PAGE>
<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>
Eugene C. Pulliam Trust Class A Common Stock -0- --
Class B Common Stock 22,907,500 72.6%
Naomi M. Pulliam Class A Common Stock 5,073,600 21.5%
Class B Common Stock 26,640,000 (3) 84.4%
Eugene S. Pulliam Class A Common Stock 1,778,574 (4) 7.5%
Class B Common Stock 25,235,000 (3) 80.0%
Frank E. Russell Class A Common Stock 907,500 (5) 3.9%
Class B Common Stock 23,032,500 (3) 73.0%
Enid Goodrich Class A Common Stock 3,765,600 (6) 16.0%
One Indiana Square, Suite 600 Class B Common Stock 190,000 (7) *
Indianapolis, Indiana 46266
First Chicago NBD Corporation Class A Common Stock 1,581,200 (8) 6.7%
One First National Plaza Class B Common Stock -0- --
Chicago, Illinois 60670
Ariel Capital Management, Inc. Class A Common Stock 1,516,291 (9) 6.5%
307 North Michigan Avenue Class B Common Stock -0- --
Chicago, Illinois 60601
</TABLE>
2
<PAGE>
* Less than one percent.
(1) Unless otherwise specified, all addresses: c/o Central Newspapers, Inc.,
135 North Pennsylvania Street, Suite 1200, Indianapolis, Indiana 46204.
(2) Based upon 23,561,111 shares of Class A Common Stock and 31,553,000 shares
of Class B Common Stock outstanding as of March 1, 1996, which does not
include options which are currently exercisable for 489,100 shares of Class
A Common Stock held by certain directors, 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 has the
power to control decisions regarding the Trust.
(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 Compensation Plan (as
hereinafter defined).
(5) Includes (a) 15,000 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 Compensation Plan.
(6) Includes (a) 217,800 shares held by a trust, of which Enid Goodrich shares
the voting power, (b) 1,062,600 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.
This information is as of February 12, 1996.
(7) Represents shares held by Liberty Fund, Inc., of which Enid Goodrich is
Vice Chairman and a Director.
(8) Includes 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. First Chicago NBD Corporation (the parent
of NBD Bank, N.A.) reports that it has sole voting power for 1,581,200
shares, sole dispositive power for 2,200 shares and shared dispositive
power for 10,000 shares. This information is as of February 9, 1996.
(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 1,443,691 shares, shared voting power for 20,500 shares
and sole dispositive power for 1,516,291 shares. This information is as of
February 8, 1996.
3
<PAGE>
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 1, 1996, by its directors, director- nominees, named
executive officers who served as executive officers during the fiscal year ended
December 31, 1995 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.
<TABLE>
<CAPTION>
Name of Number of Shares Percent of
Beneficial Owner Title of Class Beneficially Owned (1) Class (2)
- ---------------- -------------------- ---------------------- ----------
<S> <C> <C> <C>
Kent E. Agness Class A Common Stock 3,000 *
Class B Common Stock -0- --
Malcolm W. Applegate Class A Common Stock 8,852 (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 1,778,574 (4) 7.5%
Class B Common Stock 25,235,000 (5) 80.0%
Dan Quayle Class A Common Stock 34,850 (6) *
Class B Common Stock 25,000 *
James C. Quayle Class A Common Stock 651,189 (7) 2.8%
Class B Common Stock 662,500 (8) 2.1%
Frank E. Russell Class A Common Stock 907,500 (9) 3.9%
Class B Common Stock 23,032,500 (5) 73.0%
Louis A. Weil, III Class A Common Stock 3,537 (10) *
Class B Common Stock -0- --
Wayne D. Wallace (11) Class A Common Stock 30 *
Class B Common Stock -0- --
All directors and Class A Common Stock 3,389,502 14.4%
executive officers as Class B Common Stock 26,047,500 (5) 82.6%
a group (10 persons)
</TABLE>
4
<PAGE>
* 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 Compensation Plan.
(2) Based upon 23,561,111 shares of Class A Common Stock and 31,553,000 shares
of Class B Common Stock outstanding as of March 1, 1996, which does not
include options which are currently exercisable for 489,100 shares of Class
A Common Stock held by certain directors, officers and employees of the
Company.
(3) Includes 852 shares held for the benefit of Mr. Applegate by the Savings
Plus Plan (as hereinafter defined).
(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.
(5) 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 has the
power to control decisions regarding the Trust.
(6) Includes 8,816 shares owned by Marilyn Tucker Quayle, wife of Dan Quayle.
(7) Includes (a) 418,900 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 owned by The C&J Charitable Trust Foundation, of which Mr.
Quayle is a Co-Trustee, as to which shares Mr. Quayle disclaims beneficial
ownership.
(8) Includes 305,000 shares owned by Corinne P. Quayle, wife of James C.
Quayle, as to which shares Mr. Quayle disclaims beneficial ownership.
(9) Includes (a) 15,000 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) Includes 1,037 shares held for the benefit of Mr. Weil by the Savings Plus
Plan and 2,500 shares held by the Louis A. Weil III Family Trust.
(11) Mr. Wallace resigned as an officer of the Company as of October 31, 1995.
5
<PAGE>
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 at least 1991,
tenure and age of each nominee for election as a director are as set forth
below.
Kent E. Agness, age 46, 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 60, 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 58, has been President of Franke & Company, Inc.,
Phoenix, Arizona, an investment firm, since 1987. Since September 1992 he has
been Chairman of the Board of America West Airlines, Inc., an airline carrier,
and has been its Chief Executive Officer since December 1993. Mr. Franke is a
director and Chairman of the Board of Airplanes Limited, a Jersey limited
liability company. He is also a Controlling Trustee and Chairman of Airplanes
U.S. Trust, a Delaware business trust. 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 81, 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 49, has been Chairman of BTC, Inc., a private company
through which he operates certain of his personal business interests, and
chairman of Circle Investors, Inc., a private financial services and insurance
holding company, since 1993. He was Vice-President of the United States from
January 1989 to January 1993 and a United States Senator from January 1981 to
January 1989. Mr. Quayle is a director of American Standard, Inc., Amtran, Inc.
and U.S. Filter, 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 74, has been Chairman 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 75, has been Chairman of the Company's Board of
Directors and Assistant Secretary of the Company since January 1996. Mr. Russell
served as President and Chief Executive Officer of the Company from 1979 through
1995. He has been a director of the Company since 1974.
Louis A. Weil, III, age 54, has been President and Chief Executive Officer
of the Company since January 1, 1996. From July 1991 through December 1996, Mr.
Weil served as Publisher and Chief Executive Officer of The Arizona Republic and
The Phoenix Gazette and Executive Vice President of Phoenix Newspapers, Inc. 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.
6
<PAGE>
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, 1995, November, 1995 and March, 1996. 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. The Committee also recommended
to the Board that Louis A. Weil, III be selected as President and Chief
Executive Officer upon Mr. Russell's retirement effective December 31, 1995.
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
Frank E. Russell, Chairman of the Board, Central Newspapers, Inc., 135 North
Pennsylvania Street, Suite 1200, Indianapolis, Indiana 46204 by November 22,
1996.
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 1995. 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. Amended and Restated Stock Compensation
Plan (the "Stock Compensation Plan"). The Stock Option Committee met three times
in 1995. 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), William A. Franke and Dan Quayle are the members of the Audit
Committee. The Audit Committee held two meetings in 1995 and met twice in
February, 1996 with regard to the Company's audited financial statements for
fiscal year 1995.
The Board of Directors held four meetings during the Company's fiscal year
ended December 31, 1995. No director attended fewer than 75% of the aggregate of
(i) the total number of meetings of the Board of Directors, and (ii) the total
number of meetings of the committees of which he was a member at the time of the
meeting.
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 $20,000, $1,000 for each meeting of the Board of Directors
attended and $750 for each meeting of a committee of the Board attended. Under
the Stock Compensation Plan, each non-employee director receives an annual grant
of stock options to purchase 1,000 shares of the Company's Class A Common Stock
upon election or re-election to the Board of Directors. Such options have an
exercise price equal to the fair market value of the Class A Common Stock on the
date of grant and a term of ten years. 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 1995 was $5,261,
$5,687 and $11,954 for Kent E. Agness, William A. Franke and Dan Quayle,
respectively. James C. Quayle receives coverage under a death benefit only
arrangement. For 1995, the current year term cost of such insurance for James C.
Quayle was $3,725. All directors also participate in the Company's Directors'
and Officers' Charitable Award Program. Under this program, upon the death of a
participating officer or director, the Company will donate $500,000 to one or
more qualifying charitable organizations chosen by the participant and the
Company will be reimbursed by life insurance proceeds. Individual participants
derive no financial benefit from this program since all charitable deductions
accrue solely to the Company.
7
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
Compensation For Services
The compensation for services rendered to the Company and its primary
operating subsidiaries, Phoenix Newspapers, Inc. ("PNI") and Indianapolis
Newspapers, Inc. ("INI"), during the fiscal year ended December 31, 1995, paid
to the Chief Executive Officer and the four other most highly compensated
executive officers of the Company who served in such positions during the fiscal
year ended December 31, 1995 is set forth below:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
Name and Principal Position Other Annual Securities All Other
During the Fiscal Year Compensa- Underlying Compensa-
Ended December 31, 1995 Year Salary ($) Bonus ($) tion ($) Options (#) tion ($)
- --------------------------- ---- ---------- --------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Frank E. Russell* 1995 466,817 256,749 (1) 125,000 (2) 33,058 (5)
President and Chief 1994 420,983 180,000 (1) -0- 26,993 (4)
Executive Officer 1993 394,266 100,000 (1) 52,500 4,771 (3)
Louis A. Weil, III** 1995 390,817 176,581 (1) 42,000 (2) 67,207 (5)
Executive Vice President of 1994 371,667 175,313 (1) -0- 68,854 (4)
PNI and Publisher of the 1993 349,125 164,438 (1) 32,000 51,269 (3)
Company's Phoenix Newspapers
Eugene S. Pulliam 1995 99,728 -0- (1) 50,000 (2) 11,373 (5)
President of PNI and 1994 99,727 -0- (1) -0- 9,327 (4)
Publisher of the Company's 1993 99,678 -0- (1) 25,000 6,563 (3)
Indianapolis Newspapers
Malcolm W. Applegate 1995 248,067 109,908 (1) 42,000 (2) 33,550 (5)
President and 1994 223,067 85,748 (1) -0- 33,686 (4)
General Manager of INI 1993 198,850 66,600 (1) 22,500 39,298 (3)
Wayne D. Wallace*** 1995 115,883 31,487 (1) 10,500 (2) 59,132 (5)(6)
Treasurer 1994 133,483 33,370 (1) -0- 19,151 (4)
1993 123,850 31,250 (1) 11,000 14,649 (3)
</TABLE>
8
<PAGE>
* Mr. Russell retired effective December 31, 1995 and effective January 1,
1996 became the Chairman of the Company's Board of Directors.
** Mr. Weil became the President and Chief Executive Officer of the Company
effective January 1, 1996.
*** Mr. Wallace resigned as an officer of the Company effective October 31,
1995.
(1) 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.
(2) Represents option grants made with respect to 1994 and 1995.
(3) Includes the following for Messrs. Russell, Weil, Pulliam, Applegate and
Wallace, (i) 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. Applegate, Weil and
Wallace, this amount includes $37,049, $49,020 and $12,400, 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.
(4) Includes, for Messrs. Russell, Weil, Pulliam, Applegate and Wallace, (i)
Company matching contributions to the Savings Plus Plan of $4,620, $4,620,
$3,987, $4,620 and $4,620 for each named executive officer, respectively;
and (ii) contributions to the Company's Non- Qualified Savings Plan of
$19,419, $17,259, $2, $7,733 and $2,054 for each named executive officer,
respectively. In addition, with respect to Messrs. Applegate, Weil and
Wallace, this amount includes $21,333, $46,975 and $12,477, 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 $2,954 and $5,338, respectively, which represents the
current year term cost of the insurance.
(5) Includes, for Messrs. Russell, Weil, Pulliam, Applegate and Wallace, (i)
Company matching contributions to the Savings Plus Plan of $4,620, $4,620,
$3,615, $4,620 and $4,620 for each named executive officer, respectively;
and (ii) contributions to the Company's Non- Qualified Savings Plan of
$24,323, $18,076, $374, $9,699 and $1,973 for each named executive officer,
respectively. In addition, with respect to Messrs. Applegate, Weil and
Wallace, this amount includes $19,231, $44,511 and $11,750, 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 $4,115 and $7,384, respectively, which represents the
current year term cost of the insurance.
(6) Includes $40,789 paid to Mr. Wallace in 1995 pursuant to a separation
agreement entered into in connection with his resignation. Under the terms
of such separation agreement the Company agreed to (i) pay Mr. Wallace four
quarterly separation payments which, in the aggregate, equal Mr. Wallace's
annual base salary as of the date of his resignation, (ii) pay Mr. Wallace
for certain accrued and unused vacation and personal days, (iii) pay Mr.
Wallace a pro rata portion of the incentive bonus for 1995 to which Mr.
Wallace would have otherwise been entitled (which is reflected in the bonus
column of the Summary Compensation Table), and (iv) treat Mr. Wallace as an
employee of the Company through April 30, 1996 for purposes of
participation in the Company's group health plan and certain other benefit
plans.
9
<PAGE>
Option Grants, Exercises and Holdings
The following tables set forth information relating to option grants,
exercises and holdings with respect to each of the executive officers named in
the Summary Compensation Table:
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
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 Fiscal Year Share Date 5% (3) 10% (3)
- ---- ---------- -------------- --------- ---------- ----------------------
<S> <C> <C> <C> <C> <C> <C>
Frank E. Russell 50,000(1) 9.28% $25.75 3/28/05 $ 809,702 $2,051,943
75,000(2) 13.91% $30.625 9/12/05 $1,444,492 $3,660,627
Louis A. Weil, III 20,000(1) 3.71% $25.75 3/28/05 $ 323,881 $ 820,777
22,000(2) 4.08% $30.625 9/12/05 $ 423,718 $1,073,784
Eugene S. Pulliam 25,000(1) 4.64% $25.75 3/28/05 $ 404,851 $1,025,972
25,000(2) 4.64% $30.625 9/12/05 $ 481,497 $1,220,209
Malcolm W. Applegate 20,000(1) 3.71% $25.75 3/28/05 $ 323,881 $ 820,777
22,000(2) 4.08% $30.625 9/12/05 $ 423,718 $1,073,784
Wayne D. Wallace 5,000(1) .09% $25.75 3/28/05 $ 80,970 $ 205,194
5,500(2) .10% $30.625 9/12/05 $ 105,929 $ 268,446
</TABLE>
(1) Represents option grant for 1994. All such options become exercisable on
March 28, 1998, the third anniversary of the date of grant.
(2) Represents option grant for 1995. All such options becomes exercisable on
September 12, 1998, the third anniversary of the date of grant.
(3) 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.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
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 -- 130,000 177,500 $1,530,000 $731,250
Louis A. Weil, III 0 -- 57,500 74,000 619,062 369,000
Eugene S. Pulliam 0 -- 60,000 75,000 691,250 346,675
Malcolm W. Applegate 4,000 $36,000 38,000 64,500 408,250 297,750
Wayne D. Wallace 250 $ 594 24,750 21,500 290,531 114,750
</TABLE>
(1) Based on the closing price for Class A Common Stock on the last business
day of the Company's 1995 fiscal year, which was $31.375 per share.
10
<PAGE>
Defined Benefit Plans
The Company maintains the Central Newspapers, Inc. Retirement Plan (the
"Pension Plan") for its employees. The Pension Plan is a tax qualified defined
benefit plan under the Internal Revenue Code of 1986, as amended (the "Code")
and is subject to requirements imposed under the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
Employees of the Company and certain of its subsidiaries (collectively, the
"Participating Companies") automatically become participants in the Pension Plan
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 early retirement age.
For service prior to 1994, a participant's annual retirement income under
the Pension Plan is equal to the sum of his or her basic credits and
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 Plan on a periodic basis which, when
aggregated with voluntary employee contributions, are sufficient to fund the
Pension Plan 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 earned basic credits for
each week's participation in the Pension Plan equal to the amount of his or her
weekly earnings, up to $312.00, multiplied by 1-7/8%. A participant could choose
to earn supplemental credits for each week of participation in the Pension Plan
by voluntarily contributing 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
Plan. If a participant chose to make such voluntary contributions, he or she
received supplemental credits equal to 60% of the voluntary contributions made
each week.
Effective January 1, 1994 the Pension Plan eliminated the voluntary
employee contribution feature, provided future benefits based on the
participants' years of service and average compensation at retirement and
enhanced 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 by 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. The
benefits provided to existing retirees and beneficiaries were increased by
varying amounts up to ten percent. The Participating Companies have received
from the Internal Revenue Service a favorable determination as to the
tax-qualified status of the Pension Plan, as amended and restated.
The aggregate annual benefit payments receivable by a participant under the
Pension Plan are subject to a maximum benefit amount equal to the lesser of the
following amounts: (i) $120,000 in fiscal 1995 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 Plan and had the greatest aggregate income from the
Participating Companies.
11
<PAGE>
Effective January 1, 1994, the Participating Companies adopted a
supplemental retirement plan (the "Supplemental Plan") for those employees who
are eligible for split dollar insurance coverage under the Executive Life
Insurance Plan and who make more than $150,000 per year (as indexed for
inflation each year under Internal Revenue Service rules). The Supplemental Plan
allows each participant to accrue a benefit each year equal to:
(a) the benefits that participant would be entitled to receive under the Pension
Plan without regard to the limits imposed by Sections 401(a)(17) and 415 of the
Code; minus (b) the benefits that participant is entitled to receive under the
Pension Plan. Section 401(a)(17) of the Code provides that only the first
$150,000 of an individual's annual compensation may be considered in calculating
that individual's accrued benefit under the Pension Plan. Section 415 of the
Code limits each participant to a $120,000 (indexed for inflation) annual
benefit under the Pension Plan. The accrued benefits calculated under this
formula are based solely on service on and after January 1, 1994.
The Supplemental Plan is not tax qualified. Benefits under the Supplemental
Plan are payable solely from the general assets of the Participating Companies
and are not funded in any manner. Participants are not subject to income tax on
their Supplemental Plan benefits until these benefits are actually paid. The
actuarial present value of the Supplemental Plan benefits a participant earns
each year is currently subject to employment taxes, but will not later be
subject to employment taxes when paid to the participant.
12
<PAGE>
Benefits under the Supplemental Plan are paid in a single lump sum cash
payment at the time the participant's employment with the Participating
Companies terminates for any reason. If the participant's employment terminates
by reason of his or her death, the participant's spouse or other beneficiary
designated under the Pension Plan will be entitled to a single lump sum cash
payment computed in the same manner as the death benefit he or she is entitled
to receive under the Pension Plan. In lieu of a single lump sum cash payment,
each participant may make an irrevocable election, within 30 days after becoming
a participant in the Supplemental Plan, to have his or her, his or her spouse's
or his or her beneficiary's benefits under the Supplemental Plan paid in the
same form and at the same time as his or her benefits are paid under the Pension
Plan.
The table below shows the estimated annual benefits expressed in single
life annuity form that would be provided by the Pension Plan and the
Supplemental Plan (if applicable) for the executive officers named in the
Summary Compensation Table if such officers had both attained age 65 and retired
on January 1, 1996. All such executive officers have made the maximum possible
voluntary contributions to the Pension Plan. For officers currently receiving
mandatory distributions, the table shows the amount of benefits expected to be
received during 1996.
Estimated Annual
Benefits at January 1, 1996
Frank E. Russell $85,091
Louis A. Weil, III $29,558
Eugene S. Pulliam $59,909
Malcolm W. Applegate $25,307
Wayne D. Wallace $28,846
13
<PAGE>
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 by enabling executives to develop and maintain a
significant, long-term ownership position in the Company's Class A
Common Stock.
During the fiscal year ended December 31, 1995, the Company's executive
compensation program was 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 targeted to fall into the middle range of
salaries offered for comparable positions by other similar companies in the
newspaper industry. The Compensation Committee's primary source of comparative
data for setting salaries in fiscal 1995 was a report prepared by a compensation
consultant retained by the Company (the "Compensation Report"). The Compensation
Report presents comparative compensation data primarily relating to
approximately 30 newspaper and other media companies which actively compete with
the Company for executive talent. The comparative data includes seven of the
nine companies in the index of peer companies used in constructing the
performance graph which follows this report. In addition to such comparative
data, in determining salaries the Compensation Committee also took into account
an executive's tenure and individual experience, as well as the Compensation
Committee's subjective assessment of individual performance. None of the factors
considered in determining base salaries were assigned relative weights.
Effective March 1, 1995, the Compensation Committee increased the salary
paid to Frank E. Russell, Chief Executive Officer of the Company, by 11.7%. This
increase reflected the Compensation Committee's subjective assessment of Mr.
Russell's individual performance, in particular his achievements in planning and
managing the significant capital projects undertaken by the Company, in
promoting increased coordination and cooperation among the Company's operating
subsidiaries, in leading the review and restructuring of compensation programs
at the Company's operating subsidiaries, and in handling issues relating to the
investment by the Company in significant community enhancement projects in the
cities served by the Company's major newspapers. 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 contained in the Compensation Report, the Compensation
Committee believes Mr. Russell's base salary is below the midpoint of the range
of salaries paid to chief executive officers by other similar companies in the
newspaper industry generally.
14
<PAGE>
Incentive Bonus Awards
Incentive bonuses for the executive officers of the Company named in the
Summary Compensation Table which precedes this report were determined under a
Management By Objectives program instituted at the Company and its primary
operating subsidiaries, INI and PNI (the "MBO Program"). Awards under the MBO
Program are based on Company, operating subsidiary and individual objectives.
Company performance is evaluated based upon the achievement of an after-tax net
income goal, operating subsidiary performance is evaluated based upon
achievement of an operating income goal, and individual performance is evaluated
based upon the achievement of certain individual objectives set by the
participant and other members of management. The Company net income goal and the
subsidiary operating income goal are approved by the Compensation Committee.
Each of the three objectives is assigned a different weight depending on a
participant's position in management, with the achievement of the net income
goal for the Company being weighted most heavily for the Company's corporate
executives (90% for Mr. Russell), and with the achievement of the applicable
subsidiary operating income goal being weighted most heavily for members of the
senior management of its operating subsidiaries (60% for Mr. Weil and Mr.
Applegate). The size of an incentive bonus payable under the MBO Program is
determined as a percentage of the participant's base salary, with such
percentage being determined based upon (i) the participant's position in
management, and (ii) the actual performance of the Company, the operating
subsidiaries and the individual participant, as applicable, when measured
against their respective objectives.
The amount of incentive bonus for 1995 paid to Mr. Russell as Chief
Executive Officer of the Company was determined under the terms of the MBO
Program. This bonus was based upon the achievement by the Company of its net
income goal, as well as the determination by the Compensation Committee that Mr.
Russell had met his individual objectives.
Stock Option Awards
The Amended and Restated Central Newspapers, Inc. Stock Compensation Plan
is the Company's long-term incentive plan for executive officers and key
managers. Grants under the Stock Compensation Plan are made by the Stock Option
Committee, which consists of the three members of the Compensation Committee who
are outside directors.
Two option grants were made in fiscal 1995. The first, which was made in
March 1995, represented an option grant that normally would have been made in
fiscal 1994, but which was delayed to give the Compensation Committee an
opportunity to consider the recommendations of an independent compensation
consultant retained by the Company to study the Company's executive
compensation. The second grant, which was made in October 1995, represented the
option grant for fiscal 1995. Both grants were made using the same procedures.
To assist in determining the size of option grants, the Company retained an
independent compensation consultant to make specific recommendations regarding
the number of options that should be granted to each executive officer and key
manager. Such recommendations were based on the consultant's review of the
practices of newspaper and other media companies, including the companies in the
index of peer companies used in constructing the performance graph which follows
this report. In determining the actual amount of individual grants, the Stock
Option Committee also considered recommendations received from the Chief
Executive Officer (with regard to all grant recipients other than the Chief
Executive Officer), the size of previous option grants, internal relativity and
the Stock Option Committee's subjective assessment of the grant recipient's
level of responsibility and contribution to the Company. None of the factors
considered by the Stock Option Committee were assigned relative weights.
With regard to the option grants made to the Chief Executive Officer, the
Stock Option Committee followed the same procedure as it did with regard to
other grant recipients. The Stock Option Committee increased the number of
options granted to Mr. Russell in the October 1995 option grant above the level
recommended by the compensation consultant in view of Mr. Russell's decision to
retire as of December 31, 1995 and in recognition and appreciation of his long
and distinguished service to the Company.
15
<PAGE>
Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code, enacted in 1993 and applicable
to the Company beginning with its 1995 fiscal year, generally disallows a tax
deduction to public companies for compensation over $1 million paid to a
corporation's chief executive officer and the four other most highly compensated
executive officers. Section 162(m) provides that qualifying performance-based
compensation will not be subject to the deduction limit if certain requirements
are met. Certain of the provisions of the Company's Stock Compensation Plan
permit the grant of stock options and restricted stock awards that qualify as
performance-based compensation for purposes of Section 162(m). Even though the
amount of compensation which was paid in fiscal 1995 to individual executive
officers was substantially less than $1 million, the Compensation Committee will
continue to consider the effect of the deductibility limits of Section 162(m) in
its determination of executive compensation.
William A. Franke, Chairman James C. Quayle, Chairman
Kent E. Agness Kent E. Agness
Eugene S. Pulliam William A. Franke
James C. Quayle Members of the Stock
Members of the Option Committee
Compensation Committee
February 23, 1996
16
<PAGE>
COMPANY PERFORMANCE
The following graph shows 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 FIVE FISCAL YEAR CUMULATIVE TOTAL
RETURN (1) Among Central Newspapers, Inc., S & P 500 and a
Peer Group (2)
<TABLE>
<CAPTION>
12/30/90 12/29/91 12/27/92 12/26/93 12/25/94 12/31/95
<S> <C> <C> <C> <C> <C> <C>
Central Newspapers Inc 100 114 137 171 174 205
Peer Group 100 114 141 159 150 185
S & P 500 100 130 140 155 157 215
</TABLE>
(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 investment as of the market close
on December 30, 1990 (the trading day prior to the beginning of the
Company's fifth preceding fiscal year). Total Return for the peer group and
the S & P 500 is based on a $100 investment as of December 30, 1990. The
Total Return for the Class A Common Stock, the peer group and the S & P 500
is shown through December 31, 1995.
(2) Investment in the peer group is weighted based on market capitalization as
of December 30, 1990. 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.
17
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Company's Board of Directors is composed
of William A. Franke (Chairman), Kent E. Agness, Eugene S. Pulliam and James C.
Quayle. Eugene S. Pulliam is the Executive Vice President of the Company, the
President of PNI and Publisher of the Company's Indianapolis newspapers. The
members of the Stock Option Committee of the Board of Directors are James C.
Quayle (Chairman), Kent E. Agness and William A. Franke.
TERMINATION BENEFITS AGREEMENT
Louis A. Weil, III, the President and Chief Executive Officer of the
Company since January 1, 1996, is a party to a Termination Benefits Agreement,
dated as of February 23, 1996, which entitles Mr. Weil to receive certain
benefits from the Company in the event his employment as Chief Executive Officer
of the Company is terminated for any reason other than cause (as defined in the
agreement) or his death, total disability or attainment of age 65. In such
event, Mr. Weil shall be entitled to receive (i) a lump sum payment equal to
200% of his annual base salary on the date of termination, (ii) a lump sum
payment equal to 200% of the pro rata portion of the bonus he would have
received if he had been employed on the last day of the year in which the
termination occurred, which amount will be payable on or before March 31 of the
calendar year following the termination, and (iii) continuation of medical
coverage for two years following the termination.
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. LLC, certified public accountants,
as independent accountants to audit the financial statements of the Company for
its fiscal year ending December 29, 1996. Geo. S. Olive & Co. LLC is a successor
firm to Geo. S. Olive & Co. which has served in that capacity for over 40 years.
Representatives of Geo. S. Olive & Co. LLC 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.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR APPROVAL OF
GEO. S. OLIVE & CO. LLC AS AUDITORS FOR FISCAL 1996.
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 1995 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.
18
<PAGE>
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 1995. 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, all Section 16(a) filing requirements applicable
to the Company's officers, directors and greater than ten-percent shareholders
were complied with in respect of the fiscal year ended December 31, 1995, except
that one report on Form 4 was filed late by Kent E. Agness, a Director of the
Company.
SHAREHOLDER PROPOSALS
The Company's Code of By-Laws provides 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 at the principal office 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 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, 1997 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 November 22, 1996.
19
<PAGE>
ANNUAL REPORT
The Annual Report for the Company's fiscal year ended December 31, 1995 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.
20
<PAGE>
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 17, 1996
The undersigned appoints Eugene S. Pulliam, Frank E. Russell and Louis A. Weil,
III, or any 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 17, 1996, at 10:00
a.m., Indianapolis time, and at any adjournments 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. LLC as auditors for Central
Newspapers, Inc. for the fiscal year ending December 29, 1996 [_]
AGAINST approval of Geo. S. Olive & Co. LLC [_]
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.
21
<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: ______________________, 1996
----------------------------------
(Signature)
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(Signature if held jointly)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
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