SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
CENTRAL NEWSPAPERS, INC
(Name of Issuer)
Class A Common Stock, without par value
(Title of Class of Securities)
154647101
(CUSIP Number)
Copy to:
Frank E. Russell Steven W. Thornton, Esq.
135 N. Pennsylvania, Suite 1200 Barnes & Thornburg
Indianapolis, Indiana 46204 11 S. Meridian Street
(317) 231-9200 Indianapolis, Indiana 46204
(317) 236-1313
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 22, 1998
(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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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
<PAGE>
SCHEDULE 13D
CUSIP No. 154647101 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON Frank E. Russell
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
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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 2,240,950++
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NUMBER OF
SHARES 8 SHARED VOTING POWER 2,305,750++
BENEFICIALLY -----------------------------------------------------------
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,240,950
REPORTING -----------------------------------------------------------
PERSON
WITH 10 SHARED DISPOSITIVE POWER 2,305,750
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,546,700
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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)
22.6%*
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14 TYPE OF REPORTING PERSON
IN
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++ Calculated pursuant to Rule 13d-3(d)(1) promulgated under the
Securities Exchange Act of 1934, as amended, reflecting beneficial
ownership of shares of Class A Common Stock which can be acquired
through the conversion of shares of Class B Common Stock. Each share of
Class B Common Stock may be converted into 1/10 of a share of Class A
Common Stock at the option of the holder thereof. Each share of Class A
Common Stock is entitled to 1/10 of a vote and each share of Class B
Common Stock is entitled to one vote. All shares of Class A Common
Stock and Class B Common Stock vote together as a single class.
* Based on 17,207,924 shares outstanding. Pursuant to the Issuer's Report
on Form 10-Q for the period ended September 30, 1998, 18,707,924 shares
of Class A Common Stock were outstanding as of November 2, 1998. The
Issuer repurchased 1,500,000 shares of Class A Common Stock in
November, 1998.
<PAGE>
Item 1. Security and Issuer
Title of Security: Class A Common Stock, no par value
Issuer: Central Newspapers, Inc.
100 East Van Buren Street
Phoenix, Arizona 85004
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
N/A
Item 4. Purpose of Transaction
(a) Pursuant to the Articles of Incorporation of Central Newspapers, Inc., each
share of Class B Common Stock may be converted into 1/10 of a share of Class A
Common Stock. Therefore, the 3,732,500 shares of Class B Common Stock owned by
the Nina Mason Pulliam Charitable Trust (see Item 5 below) 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.
The Nina Mason Pulliam Charitable Trust intends to sell 1,336,850
shares of Class A Common Stock in a registered secondary offering, as further
described in Item 6 below.
(b)-(j) N/A
Page 3 of 6
<PAGE>
Item 5. Interest in Securities of Issuer.
(a) Frank E. Russell beneficially owns shares 4,546,700 shares (22.6%) of
Class A Common Stock. Of such shares (i) 1,073,600 shares (5.3%) of
Class A Common Stock are owned by the Nina Mason Pulliam Charitable
Trust of which Frank E. Russell is trustee, as to which shares Frank E.
Russell disclaims beneficial ownership, (ii) 3,732,500 shares of Class
B Common Stock are owned by the Nina Mason Pulliam Charitable Trust (of
which Frank E. Russell is trustee and as to which shares Frank E.
Russell disclaims beneficial ownership), which shares may be converted
into 373,250 shares (1.9%) of Class A Common Stock, (iii) 15,000 shares
(.1%) of Class A Common Stock are owned by his wife, Nancy M. Russell,
as to which Frank E. Russell disclaims beneficial ownership, (iv)
207,500 shares (1.0%) 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 (11.4%) of Class A Common
Stock, (vi) 433,600 shares (2.2%) 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 (.7%) 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 (.1%) of Class A Common Stock.
(b) Sole Voting Power: 2,240,950*
Shared Voting Power: 2,305,750*
Sole Dispositive Power: 2,240,950
Shared Dispositive Power: 2,305,750
* Calculated pursuant to Rule 13d-3(d)(1) promulgated under the
Securities Exchange Act of 1934, as amended, reflecting
beneficial ownership of shares of Class A Common Stock which
can be acquired through the conversion of shares of Class B
Common Stock. Each share of Class B Common Stock may be
converted into 1/10 of a share of Class A Common Stock at the
option of the holder thereof. Each share of Class A Common
Stock is entitled to 1/10 of a vote and each share of Class B
Common Stock is entitled to one vote. All shares of Class A
Common Stock and Class B Common Stock vote together as a
single class.
(c) In August and September 1998, two of the various trusts for which Frank
E. Russell acts as sole trustee transferred in the aggregate 268,400
shares of Class A Common Stock for no consideration to five non-profit
organizations.
On September 12, 1998, options held by Frank E. Russell for 75,000
shares of Class A Common Stock became exercisable.
Page 4 of 6
<PAGE>
On September 21, 1998, the Nina Mason Pulliam Charitable Trust and the
Issuer entered into a Stock Purchase Agreement (the "Stock Purchase
Agreement") pursuant to which the Issuer agreed to purchase 2,500,000
shares of Class A Common Stock from the Nina Mason Pulliam Charitable
Trust for a purchase price of $60 per share. The sale was completed on
October 22, 1998.
On September 21, 1998, the Nina Mason Pulliam Charitable Trust and the
Issuer entered into a Standstill and Option Agreement pursuant to which
the Nina Mason Pulliam Charitable Trust granted to the Issuer the
option to purchase up to 1,500,000 shares of Class A Common Stock at a
price of $67 per share. The Issuer exercised part of its option,
purchasing 500,000 shares at $67 per share on November 13, 1998. The
Issuer exercised its remaining option, purchasing 1,000,000 shares of
Class A Common Stock for $67 per share on November 20, 1998.
(d) Frank E. Russell, as Trustee of the Nina Mason Pulliam Charitable
Trust, has the power to direct the receipt of dividends from, or the
proceeds from the sale of, securities held be such trust. Frank E.
Russell does not have the right to receive dividends from such
securities.
(e) Pursuant to the terms of 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, Eugene S. Pulliam,
also has the right to direct the receipt of dividends from, or the
proceeds from the sale of, shares of the Issuer held in the trust.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Pursuant to the Stock Purchase Agreement, the Issuer has agreed to
register 1,336,850 shares of Class A Common Stock (including any underwriter's
over-allotment) in a registered secondary offering. The Nina Mason Pulliam
Charitable Trust intends to sell 1,336,850 shares of Class A Common Stock in a
public offering pursuant to such registration. A Registration Statement on Form
S-3 was filed with the Securities & Exchange Commission (the "Commission") on
November 10, 1998. The Registration Statement is being reviewed by the
Commission and has not yet become effective.
Item 7. Material to be Filed as Exhibits.
Stock Purchase Agreement dated September 21, 1998, by and between the
Nina Mason Pulliam Charitable Trust, an Indiana trust, and Central Newspapers,
Inc., an Indiana corporation.
Page 5 of 6
<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.
December 1, 1998 /s/ Frank E. Russell
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Date Frank E. Russell
STOCK PURCHASE AGREEMENT
This Agreement is made as of this 21st day of September, 1998, by and
between the NINA MASON PULLIAM CHARITABLE TRUST, an Indiana trust (the "Trust"),
and CENTRAL NEWSPAPERS, INC., an Indiana corporation (the "Company").
Recitals
A. The Trust holds shares of the Class A common stock of the Company
(the "Shares").
B. The Company desires to purchase from the Trust and the Trust desires
to sell to the Company Two Million Five Hundred Thousand (2,500,000) of the
Shares (the "Redeemed Shares").
Agreement
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and subject to and upon the terms and conditions hereinafter
set forth, it is hereby agreed as follows:
Article I
Purchase of Redeemed Shares
1.1. On the date agreed upon by the Trust and the Company as the
closing date of this transaction (the "Closing Date"), the Trust will deliver to
the Company, at the Company's offices in Phoenix, Arizona, the certificate or
certificates representing the Redeemed Shares, a stock power duly executed in
blank and such other instruments as the Company shall deem necessary to transfer
ownership of the Redeemed Shares to the Company. The Company will deliver to the
Trust a certified or cashiers check or wire funds transfer in an amount equal to
One Hundred Fifty Million Dollars ($150,000,000) or $60 per Redeemed Share (the
"Purchase Price") plus interest at the rate of five percent (5%) per annum from
September 16, 1998 through the Closing Date, calculated on the basis of a 365
day year.
1.2 The Company represents and warrants as follows:
(a) This Agreement is the valid and binding obligation of
the Company, enforceable in accordance with its
terms, and the execution and performance of this
Agreement by the Company will not result in any
violation of or be in conflict with or constitute a
default under any contract, agreement, instrument,
judgment, decree or other indenture to which the
Company is a party or by which the Company otherwise
is bound; and
(b) No person, corporation or other entity has, nor as a
result of the transactions contemplated hereby will
have, any right, interest, or valid claim against the
Trust, the Company or any other person, for any
commission, fee or other compensation as a finder or
broker or in any similar capacity arising out of any
action taken by the Company.
Article II
Representations and Covenants of the Trust
The Trust hereby represents and warrants as follows:
(a) As of the Closing Date, the Trust will be the sole
owner of the Redeemed Shares, and that each of the
Redeemed Shares will be free and clear of liens,
encumbrances, claims of others and transfer
restrictions of any kind with the exception of any
restrictive legend placed on the certificate(s);
(b) The Trust has full power and authority to sell the
Redeemed Shares to the Company in accordance with the
provisions hereof;
(c) This Agreement is the valid and binding obligation of
the Trust enforceable in accordance with its terms,
and the execution and performance of this Agreement
by the Trust will not result in any violation of or
be in conflict with or constitute a default under any
contract, agreement, instrument, judgment, decree or
other indenture to which the Trust is a party or by
which the Trust otherwise is bound;
(d) No person, corporation or other entity has, nor as a
result of the transactions contemplated hereby will
have, any right, interest, or valid claim against the
Trust, the Company or any other person, for any
commission, fee or other compensation as a finder or
broker or in any similar capacity arising out of any
action taken by the Trust; and
(e) The Trust has had access to all information it
desires concerning the Company and its subsidiaries
and operations, and has had the opportunity to ask
such questions of officers of the Company as the
Trust has deemed necessary or appropriate in order to
enable the Trust to determine whether to authorize
the sale of the Redeemed Shares on the terms herein
specified. The Trust has reviewed all information it
deems material to making its decision to sell the
Redeemed Shares hereunder.
Article III
Registration
The Company has agreed to register 1,336,850 shares of its Class A
Common Stock in a registered secondary offering pursuant to a prospectus. The
Trust will pay its own legal and accounting fees, fees for the fairness opinion
received by the Trust, the underwriter's discount and all NASD, SEC and Blue Sky
filing fees related to the secondary offering. The Company will pay all other
fees related to the secondary offering. Any over-allotment shares requested by
the underwriter shall be included in the shares registered by the Company.
Article IV
Conditions Precedent
All obligations of the parties under this Agreement are subject to the
fulfillment or satisfaction, prior to or as of the Closing Date, of each of the
following conditions precedent:
(a) the arrangement of financing for the transaction on
terms and conditions acceptable to the Company;
(b) the receipt of probate court approval for the
transaction by the Trust; and
(c) the receipt of fairness opinions for the transaction
acceptable to each of the Company and the Trust.
Article V
General
5.1. This Agreement constitutes the entire Agreement between the
parties with respect to the subject matter hereof and supersedes and merges all
prior understandings and agreements concerning the subject matter hereof. This
Agreement may only be modified or amended in writing.
5.2. This Agreement shall be governed and construed in all respects
under the laws of the State of Indiana.
5.3. This Agreement may be executed in counterparts, each one of which
shall constitute one and the same Agreement and each one of which shall be
deemed an original.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
CENTRAL NEWSPAPERS, INC.
By: /s/ Thomas K. MacGillivray
------------------------------------------
Thomas K. MacGillivray, Vice President and
Chief Financial Officer
THE NINA MASON PULLIAM CHARITABLE TRUST
By: /s/ Frank E. Russell
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Printed: Frank E. Russell
Title: Trustee
