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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 1998
CENTRAL NEWSPAPERS, INC.
(Exact name of registrant as specified in its charter)
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INDIANA 1-10333 35-0220660
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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200 EAST VAN BUREN STREET, PHOENIX, ARIZONA 85004
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (602) 444-8000
NONE
(Former name or former address, if changed since last report.)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
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EXHIBIT
NUMBER DESCRIPTION
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99 Press Release dated September 21, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTRAL NEWSPAPERS, INC.
Date: September 22, 1998 By:\s\ Thomas K. MacGillivray
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Vice President and Chief Financial Officer
(Principal Financial Officer and Duly
Authorized Officer)
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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99 Press Release dated September 21, 1998
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EXHIBIT 99
CENTRAL NEWSPAPERS TO PURCHASE 2.5 MILLION SHARES
OF ITS STOCK FROM NINA PULLIAM CHARITABLE TRUST;
TRUST TO SELL ADDITIONAL 1.3 MILLION SHARES IN SECONDARY OFFERING
PHOENIX, AZ. Sept. 21, 1998 - Central Newspapers, Inc. announced that
it has reached an agreement to purchase 2.5 million shares of its Class A common
stock from the Nina Mason Pulliam Charitable Trust. The purchase price was set
at last Wednesday's closing price of $60 per share.
Central Newspapers has also agreed to register approximately 1.3
million shares of Class A common stock owned by the Trust which will be sold to
the public. The offering will be made through a registered secondary offering
pursuant to a prospectus.
Central Newspapers will have an exclusive option for a period of one
year to purchase up to 1.5 million shares of Class A common stock or equivalents
held by the Trust at $67 per share. The option must be exercised within five
days in the event that the average trading price per share for five consecutive
trading days during the one year option period is at least $67.
Central Newspapers has approximately 25.4 million Class A and
equivalent common shares outstanding.
The purchase from the Trust is expected to close in about 60 days. It
is subject to probate court approval, financing by the company, receipt of
fairness opinions by both parties and execution of definitive documentation.
Central Newspapers is a media and information company involved
primarily in newspaper publishing and related businesses. Its largest operations
include The Arizona Republic, The Indianapolis Star & News, and Westech, its
high-tech career fairs business. Central Newspapers' stock is traded on the New
York Stock Exchange under the ticker symbol ECP.
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Except for historical information, this news release contains
forward-looking statements that involve risks and uncertainties that may cause
the company's actual results or outcomes to be materially different from those
anticipated and discussed herein. These risks and uncertainties include, but are
not limited to, economic weakness in the company's geographic markets; weakness
in retail and/or classified advertising; declines in circulation; fluctuations
in the price of newsprint; increases in distribution and production costs over
anticipated levels, the negative impact of labor agreement issues; and the
emergence of new competitors.
