SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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) 231-6075 (317) 236-1313
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 31, 1999
(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
- --------------------- -------------------------
================================================================================
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) |_|
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
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 Indiana
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NUMBER OF 7 SOLE VOTING POWER 220,001++
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 220,001
REPORTING -------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
220,001
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.6%*
- --------------------------------------------------------------------------------
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 Report on Form 10-Q for the period ended March 31,
1999, 35,355,296 shares of Class A Common Stock were outstanding as of
April 30, 1999.
<PAGE>
ITEM 1. SECURITY AND ISSUER.
Title of Security: Class A Common Stock, no par value
Issuer: Central Newspapers, Inc.
200 East Van Buren Street
Phoenix, Arizona 85004
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) During the last five years neither the Nina Mason Pulliam
Charitable Trust nor any of its trustees has been convicted in
a criminal proceeding (excluding minor traffic violations or
similar misdemeanors).
(e) During the last five years neither the Nina Mason Pulliam
Charitable Trust nor any of its trustees has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and neither is subject to a judgment,
decree or final order enjoining future violates of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Indiana
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
N/A
ITEM 4. PURPOSE OF TRANSACTION.
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 200,010 shares of Class B
Common Stock owned by the Nina Mason Pulliam Charitable Trust may be
converted into 20,001 shares of Class A Common Stock.
(b)-(j) N/A
Page 3 of 6
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Nina Mason Pulliam Charitable Trust beneficially owns
220,001 shares (.6%) of Class A Common Stock, as to which
Frank E. Russell, Co-trustee, disclaims beneficial ownership,
including (i) 200,000 shares (.6%) of Class A Common Stock
which are owned directly by the Nina Mason Pulliam Charitable
Trust and (ii) 200,010 shares of Class B Common Stock, which
may be converted into 20,001 shares (.06%) of Class A Common
Stock.
(b) Sole Voting Power: 220,001
Shared Voting Power: 0
Sole Dispositive Power: 220,001
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) On March 30, 1999, the Nina Mason Pulliam Charitable Trust
sold 2,324,956 shares of Class A Common Stock at a net per
share price of $28.975 pursuant to a public offering
registered with the Securities and Exchange Commission on a
Registration Statement on Form S-3. Prior to the offering, the
trust converted 1,777,560 shares of Class B Common Stock into
177,756 shares of Class A Common Stock.
On April 6, 1999, the Nina Mason Pulliam Charitable Trust sold
348,743 shares of Class A Common Stock at a per share price of
$28.975 pursuant to the exercise of the underwriters' green
shoe option. Prior to such sale, the trust converted 3,847,430
shares of Class B Common Stock to 348,743 shares of Class
Common Stock.
(d) Frank E. Russell, Nancy Russell and Carol P. Schatt, as
co-trustees of the Nina Mason Pulliam Charitable Trust, have
the power to direct the receipt of dividends from, or the
proceeds from the sale of, securities held by such trust. They
do not have the right to receive dividends from such
securities.
(e) The Nina Mason Pulliam Charitable Trust ceased to be the
beneficial owner of more than 5% of the Class A Common Stock
on March 30, 1999.
Page 4 of 6
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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.
Date 6/14/99 /s/ Frank E. Russell
- -------------------------- ----------------------------------------
Frank E. Russell, as Trustee of the Nina
Mason Pulliam Charitable Trust
