SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Central Newspapers, Inc.
(Name of Issuer)
Class A Common Stock, Without Par Value
(Title of Class of Securities)
154647 10 1
(CUSIP Number)
T. Alan Russell
8335 Allison Pointe Trail, Suite 300
Indianapolis, IN 46250-1687
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 20, 1997
(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.
(Continued on following page(s))
<PAGE>
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required 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).
CUSIP No. 154647 10 1
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Liberty Fund, Inc.
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
(3) SEC Use Only
___________________________________________________________
(4) Source of Funds (See Instructions) 00 (SEE ITEM 3)
(5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
(6) Citizenship or Place of Organization INDIANA
(7) Number of Shares Beneficially Owned by Each Reporting
Person With Sole Voting Power: 2,389,500
(8) Number of Shares Beneficially Owned by Each Reporting
Person With Shared Voting Power: -0-
(9) Number of Shares Beneficially Owned by Each Reporting
Person With Sole Dispositive Power: 2,389,500
(10) Number of Shares Beneficially Owned by Each Reporting
Person With Shared Dispositive Power: -0-
(11) Aggregate Amount Beneficially Owned by each Reporting
Person 2,389,500
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
(13) Percent of Class Represented by Amount in Row (11) 10.3%
(14) Type of Reporting Person (See Instructions) CO
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Schedule 13D relates is
the Class A Common Stock, without par value (the "Common Stock"), of
Central Newspapers, Inc. (the "Issuer"), an Indiana corporation,
whose principal executive offices are located at 135 North
Pennsylvania Street, Suite 1200, Indianapolis, Indiana 46204.
The percentage of beneficial ownership reflected in this Schedule 13D
is based upon 23,218,111 shares of Common Stock outstanding on April
25, 1997.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c)
<TABLE>
<CAPTION>
Name: Liberty Fund, Inc.
<S> <C>
State of Incorporation: Indiana (not-for-profit corporation)
Address of Principal Business: 8335 Allison Pointe Trail, Suite 300
Indianapolis, IN 46250-1687
Address of Principal Office:
Same as principal business address
Present Principal Business: To receive and maintain funds of real
or personal property, or both, and to
use and apply the whole or any part of
the income therefrom and the principal
thereof exclusively for educational
purposes as defined by Section
501(c)(3) of the Revenue Code of 1986,
as amended, either directly or by
contributions to organizations duly
authorized to carry on educational
activities. Such education concerns
itself with human liberty.
</TABLE>
(d) During the last five years, Liberty Fund, Inc. has not been
convicted in any criminal proceeding.
(e) During the last five years, Liberty Fund, Inc. has not been a
party to any civil proceeding of a judicial or administrative
body of competent jurisdiction resulting in any judgment, decree
or final order against Liberty Fund, Inc., enjoining Liberty
Fund, Inc. from engaging in future violations of, or prohibiting
or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Not applicable
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Liberty Fund, Inc. ("Liberty Fund") is an Indiana not-for-profit
corporation which received 1,242,600 shares of Common Stock on May 20,
1997 from the Estate of Enid Goodrich. Prior to the distribution from
the Estate of Enid Goodrich, Liberty Fund beneficially owned 1,146,900
shares of Common Stock generally accumulated through lifetime gifts
and bequests from other members of the Goodrich family.
ITEM 4. PURPOSE OF TRANSACTION.
As described above, Liberty Fund acquired 1,242,600 shares of Common
Stock on May 20, 1997, pursuant to the distribution from the Estate of
Enid Goodrich. As a result of the distribution, Liberty Fund's
aggregate beneficial ownership of Common Stock is as described below
in Item 5(a). In April 1997, Liberty Fund entered into an agreement
with the Issuer to sell 763,167 shares of Common Stock to Issuer at
$49.50 per share (the "Goodrich Repurchase"). The Goodrich Repurchase
was consummated on May 20, 1997. The Issuer has also agreed to use
its best efforts to assist Liberty Fund in selling all but 100,000 of
its remaining shares of Common Stock in a secondary public offering.
The Issuer has filed a registration statement on Form S-3 with the
Securities and Exchange Commission pursuant to which Liberty Fund
intends to sell up to 1,526,333 shares of Common Stock. Liberty Fund
does not have any present plans which relate to or would result in: an
extraordinary corporate transaction, such as a merger, a
reorganization or liquidation, involving the Issuer or any of its
subsidiaries; a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; any change in the present board of
directors or management of the Issuer including any plans or proposals
to change the number or term of directors or to fill any existing
vacancies on the board; any material change in the present
capitalization or dividend policy of the Issuer; any other material
change in the Issuer's business or corporate structure; changes in the
Issuer's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the
Issuer by any person; causing a class of securities of the Issuer to
be delisted from a national securities exchange or cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; causing a class of equity
securities of the Issuer to become eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934, as amended; or any action similar to the above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b). The beneficial ownership of Liberty Fund is set forth
below. Liberty Fund has sole voting and dispositive power with
respect to all of the shares indicated below.
<TABLE>
<CAPTION>
Number Percent
OF SHARES OF CLASS
<S> <C> <C>
Liberty Fund 2,389,500 10.3%
</TABLE>
(c) With the exception of the Goodrich Repurchase, Liberty Fund has
not effected any transaction in the Common Shares of the Issuer
in the past 60 days.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As described in Item 4 above, in April 1997, Liberty Fund entered into
an agreement with the Issuer to sell 763,167 shares of Common Stock to
the Issuer at $49.50 per share (the "Goodrich Repurchase"). The
Goodrich Repurchase was consummated on May 20, 1997. In addition, the
Issuer has agreed to use its best efforts to assist Liberty Fund in
selling all but 100,000 of its remaining shares of Common Stock in a
secondary public offering. See Item 4 above.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
<PAGE>
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.
LIBERTY FUND, INC.
By: /S/ T. ALAN RUSSELL
T. Alan Russell, Chairman
and Chief Executive Officer
Dated: May 29, 1997
