SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Central Newspapers, Inc.
(Name of Issuer)
Class A Common Stock, Without Par Value
(Title of Class of Securities)
154647 10 1
(CUSIP Number)
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)
June 24, 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) NOT APPLICABLE
(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: 100,000
(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: 100,000
(10) Number of Shares Beneficially Owned by Each Reporting
Person With Shared Dispositive Power: -0-
(11) Aggregate Amount Beneficially Owned by each Reporting
Person: 100,000
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
(13) Percent of Class Represented by Amount in Row (11): 0.45%
(14) Type of Reporting Person (See Instructions): CO
ITEM 4. PURPOSE OF TRANSACTION.
This Amendment No. 1 to Schedule 13D is being filed by Liberty Fund,
Inc. ("Liberty Fund") solely to report a material decrease in the
percentage of the Issuer's Class A Common Stock (the "Common Stock")
that is beneficially owned by Liberty Fund arising from the sale of
1,526,333 shares of Common Stock in a secondary public offering
consummated on June 24, 1997.
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 had sole voting and dispositive
power with respect to 2,389,500 shares of Common Stock. 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") and the Issuer 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. On April 30, 1997, the
Issuer filed a registration statement on Form S-3 with the Securities
and Exchange Commission pursuant to which Liberty Fund intended to sell
up to 1,526,333 shares of Common Stock. The Goodrich Repurchase was
consummated on May 20, 1997.
On May 29, 1997, Liberty Fund filed the initial Schedule 13D with the
United States Securities and Exchange Commission, via direct
transmission to the EDGAR system, reporting the distribution from the
Estate of Enid Goodrich, the Goodrich Repurchase, and the proposed
secondary public offering. The secondary public offering closed on June
24, 1997 whereby Liberty Fund sold 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) & (b). The beneficial ownership of Liberty Fund as of the date of
this Statement is set forth below. The percentage of
beneficial ownership in this amended Schedule 13D is based
upon 22,092,244 shares of Common Stock outstanding as
reported by the Issuer on May 20, 1997. 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 100,000 0.45%
</TABLE>
(c) With the exception of the Goodrich Repurchase and the secondary public
offering, 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.
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: June 30, 1997
