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)
154647101
(CUSIP Number)
Copy to:
Frank E. Russell, Trustee Steven W. Thornton, Esq.
Nina Mason Pulliam Charitable Trust Barnes & Thornburg
135 N. Pennsylvania, Suite 1200 11 S. Meridian Street
Indianapolis, Indiana 46204 Indianapolis, Indiana 46204
(317) 231-9200 (317) 236-1313
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 19, 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 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 5
<PAGE>
SCHEDULE 13D
CUSIP No. 154647101 Page 2 of 5 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON Nina Mason Pulliam Charitable Trust
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 35-6644088
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS N/A
- --------------------------------------------------------------------------------
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 Indiana
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER 5,446,580++
NUMBER OF -------------------------------------------------------------
SHARES 8 SHARED VOTING POWER 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER 5,446,580
EACH -------------------------------------------------------------
REPORTING 10 SHARED DISPOSITIVE POWER 0
PERSON -------------------------------------------------------------
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,446,580
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- --------------------------------------------------------------------------------
++ 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.
* Pursuant to the Issuer's Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 1997, 21,989,891 shares of Class A Common Stock
were outstanding as of October 31, 1997.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
Title of Security: Class A Common Stock, no par value
Issuer: Central Newspapers, Inc.
135 North Pennsylvania Street, Suite 1200
Indianapolis, Indiana 46204
ITEM 2. IDENTITY AND BACKGROUND.
(a) Nina Mason Pulliam Charitable Trust
(b) 135 North Pennsylvania Street, Suite 1200
Indianapolis, Indiana 46204
(c) N/A
(d) No
(e) No
(f) Indiana
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The 5,073,600 shares of Class A Common Stock, no par value, of Central
Newspapers, Inc. ("Class A Common Stock") and the 3,732,500 shares of Class B
Common Stock of Central Newspapers, Inc., no par value ("Class B Common Stock")
(collectively, the "Shares"), were held by Naomi Mason Pulliam, also known as
Nina Mason Pulliam, during her lifetime. Upon the death of Nina Mason Pulliam,
in accordance with her Last Will and Testament, the Shares were transferred from
her estate to the Nina Mason Pulliam Revocable Trust and then, pursuant to the
terms of the Nina Mason Pulliam Revocable Trust, the Shares were transferred to
the Nina Mason Pulliam Charitable Trust, all without the payment of any
consideration.
ITEM 4. PURPOSE OF TRANSACTION.
(a)-(j) The Shares are held for investment purposes.
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 Nina Mason Pulliam Charitable Trust may be converted into 373,250
shares of Class A Common Stock.
Page 3 of 5
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Nina Mason Pulliam Charitable Trust beneficially owns
5,446,850 shares (24.8%) of Class A Common Stock, as to which
Frank E. Russell disclaims beneficial ownership, including (i)
5,073,600 shares (23.1%) of Class A Common Stock which are
owned directly by the Nina Mason Pulliam Charitable Trust and
(ii) 3,732,500 shares of Class B Common Stock which may be
converted into 373,250 shares (1.70%) of Class A Common Stock.
(b) Sole Voting Power: 5,446,850*
Shared Voting Power: 0
Sole Dispositive Power: 5,446,850
Shared Dispositive Power: 0
* 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) Pursuant to the terms of the Nina Mason Pulliam Revocable
Trust, on December 19, 1997, the Nina Mason Pulliam Charitable
Trust acquired the Shares from the Nina Mason Pulliam
Revocable Trust.
(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, such
securities. Frank E. Russell does not have the right to
receive dividends from the Shares.
(e) N/A
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
N/A
Page 4 of 5
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
N/A
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.
February 5, 1998 /s/ Frank E. Russell
- ------------------------------- ------------------------------------------
Date Frank E. Russell, as Trustee of the Nina
Mason Pulliam Charitable Trust
