SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Central Newspapers, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
154647 10 1
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(CUSIP Number)
Steven W. Thornton, Barnes & Thornburg, 1313 Merchants Bank Building,
11 S. Meridian Street, Suite 1313 Indianapolis, Indiana 46204 (317) 638-1313
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 10, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box _.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PAGE 1 OF 6
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SCHEDULE 13D
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CUSIP No. 154647 10 1 Page 1 of 4 Pages
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1 NAME OF REPORTING PERSON Frank E. Russell
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S.S.N. ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
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7 SOLE VOTING POWER 6,439,350
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NUMBER OF
SHARES 8 SHARED VOTING POWER 2,305,750
BENEFICIALLY ----------------------------------------------------------
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 6,439,350
REPORTING ----------------------------------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER 2,305,750
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,745,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.62%
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14 TYPE OF REPORTING PERSON
IN
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Page 2 of 4
Item 1. Security and Issuer
Title of Security: Class A Common Stock, no par value
Issuer: Central Newspapers, Inc.
135 Pennsylvania, Suite 1200
Indianapolis, Indiana 46204
Item 2. Identity and Background
(a) Frank E. Russell
(b) 135 N. Pennsylvania, Suite 1200
Indianapolis, Indiana 46204
(c) Director & Chairman
Central Newspapers, Inc.
135 N. Pennsylvania, Suite 1200
Indianapolis, Indiana 46204
(d) No
(e) No
(f) United States of America
Item 3. Source and Amount of Funds or Other Consideration
Frank E. Russell obtained sole voting and dispositive powers with
regard to 5,073,600 shares of Class A Common Stock, no par value, of Central
Newspapers, Inc. ("Class A Common Stock") and 3,732,500 shares of Class B Common
Stock of Central Newspapers, Inc. ("Class B Common Stock") (collectively, the
"Shares") upon being named the executor of the estate of Naomi Mason Pulliam,
also known as Nina Mason Pulliam. According to the Last Will and Testament of
Nina Mason Pulliam, upon the termination of the administration of the estate,
the Shares will be transferred to the Nina Mason Pulliam Revocable Trust, of
which Frank Russell is a Co-Trustee with shared voting and dispositive powers,
and pursuant to the terms of the Nina Mason Pulliam Revocable Trust, the Shares
will be transferred to the Nina Mason Pulliam Charitable Trust, of which Frank
Russell will be a Co-Trustee with shared voting and dispositive powers.
Item 4. Purpose of Transaction
Pursuant to the Articles of Incorporation of Central Newspapers, Inc.,
each share of Class B Common Stock may be converted into 1/10th of a share of
Class A Common Stock. Therefore, the 3,732,500 shares of Class B Common Stock
owned by the estate of Naomi Mason Pulliam may be converted into 373,250 shares
of Class A Common Stock; the 22,907,500 shares of Class B Common Stock owned by
the Eugene C. Pulliam Trust (see Item 5 below) may be converted into 2,290,750
shares of Class A Common Stock, and the 125,000 shares of Class B Common Stock
owned by Frank E. Russell (see Item 5 below) may be converted into 12,500 shares
of Class A Common Stock.
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Page 3 of 4
Item 5. Interest in Securities of Issuer.
(a) Frank E. Russell beneficially owns 8,745,100 shares (33.62%) of Class A
Common Stock. Of such shares (i) 5,073,600 shares (21.87%) of Class A
Common Stock are owned by the estate of Naomi Mason Pulliam of which
Frank E. Russell is executor, as to which shares Frank E. Russell
disclaims beneficial ownership, (ii) 3,732,500 shares of Class B Common
Stock are owned by the estate of Naomi Mason Pulliam (of which Frank E.
Russell is executor and as to which shares Frank E. Russell disclaims
beneficial ownership), which shares may be converted into 373,250
shares (1.58%) of Class A Commons Stock, (iii) 15,000 shares (.06%) of
Class A Common Stock are owned by his wife, Nancy M. Russell, as to
which Frank E. Russell disclaims beneficial ownership, (iv) 137,500
shares (.59%) of Class A Common Stock may be obtained upon exercise,
within 60 days, of stock options held by Frank E. Russell, (v)
22,907,500 shares of Class B Common Stock are owned by the Eugene C.
Pulliam Trust (of which Frank E. Russell is a Trustee and as to which
shares Frank E. Russell disclaims beneficial ownership), which shares
may be converted into 2,290,750 shares (8.99%) of Class A Common Stock,
(vi) 702,000 shares (3.03%) of Class A Common Stock are owned by
various trusts for which Frank E. Russell acts as sole trustee, as to
which Frank E. Russell disclaims beneficial ownership, (vii) 140,500
shares (.61%) of Class A Common Stock are owned by Frank E. Russell,
and (viii) 125,000 shares of Class B Common Stock are owned by Frank E.
Russell, which shares of Class B Common Stock may be converted into
12,500 shares (.05%) of Class A Common Stock.
(b) Sole Voting Power: 6,439,350
Shared Voting Power: 2,305,750
Sole Dispositive Power: 6,439,350
Shared Dispositive Power: 2,305,750
(c) On May 5, 1997, Frank E. Russell exercised stock options for 15,000
shares of Class A Common Stock at an exercise price of $18 per share
and on May 6, 1997, Frank E. Russell sold 15,000 shares of Class A
Common Stock on the open market for $58.625 per share.
(d) Pursuant to the Eugene C. Pulliam Trust, all dividends paid with
respect to the Class B Common Stock owned by the Trust will be paid to
those descendants of Eugene C. Pulliam who are living at the time the
Trust receives such dividends. Frank E. Russell is not a descendant of
Eugene C. Pulliam.
The other Trustee of the Eugene C. Pulliam Trust is Eugene S. Pulliam.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None.
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Item 7. Material to be Filed as Exhibits.
None.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
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Date Signature
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Name/Title
