<PAGE> 1
As filed with the Securities and Exchange Commission on June 23, 1999
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CENTRAL NEWSPAPERS, INC.
(Exact Name of Registrant as Specified in Its Charter)
INDIANA 35-0220660
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
200 EAST VAN BUREN STREET, PHOENIX, ARIZONA 85004
(Address of Principal Executive Offices) (Zip Code)
CENTRAL NEWSPAPERS, INC. 1999 LONG-TERM INCENTIVE PLAN
(Full Title of the Plan)
ERIC S. TOOKER COPY TO:
VICE PRESIDENT, GENERAL COUNSEL AND MATTHEW P. FEENEY
CORPORATE SECRETARY SNELL & WILMER L.L.P.
CENTRAL NEWSPAPERS, INC. ONE ARIZONA CENTER
200 EAST VAN BUREN STREET PHOENIX, ARIZONA 85004-0001
PHOENIX, ARIZONA 85004
(Name and Address of Agent For Service)
(602) 444-1100
(Telephone Number, Including Area Code, of Agent For Service)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
---------- ---------- ----------- ------------ ------------
<S> <C> <C> <C> <C>
Class A Common 6,126,835 $36.9375 $226,309,968 $66,761
Stock (no par
value per share)
</TABLE>
- -------------------------
(1) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933 (the "Securities Act"), on the basis of the average of the high and
low prices for shares of Common Stock on June 18, 1999.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to plan participants in accordance with Form S-8 and
Rule 428 of the Securities Act.
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents have been filed by Central Newspapers, Inc. (the
"Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 and are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended December
27, 1998;
2. Form 10-Q for the period ending March 28, 1999; and
3. The description of the capital stock of the Registrant contained
in the Registrant's Registration Statement on Form 10, which was
filed with the Commission on September 13, 1989, and all
amendments or reports filed for the purpose of updating such
description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. DESCRIPTION OF SECURITIES. Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 23-1-37-1 through 23-1-37-15 of the Indiana Business
Corporation Law permit a corporation to indemnify directors and officers against
liability incurred in certain proceedings if the individual's conduct was in
good faith and the individual reasonably believed,
<PAGE> 5
in the case of conduct in the individual's official capacity, that such conduct
was in best interests of the corporation and, in all other cases, believed such
conduct was at least not opposed to the best interests of the corporation. If
the proceeding is criminal, the individual must either have had no reasonable
cause to believe that such conduct was unlawful or had reasonable cause to
believe that such conduct was lawful. The statute requires a corporation to
indemnify an individual who is wholly successful in the defense of any such
proceeding against reasonable expenses incurred by such individual, unless the
Articles of Incorporation provide otherwise. The corporation may pay for or
reimburse the reasonable expenses incurred by a director or officer who is a
party to a proceeding in advance of final disposition of the proceeding if
certain conditions are satisfied. Unless otherwise provided in the Articles of
Incorporation, a director or officer may apply for court ordered
indemnification, which will include reasonable expenses incurred to obtain the
indemnification order if the court determines that the director is entitled to
mandatory indemnification or that the director is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances. Except in the case
of mandatory indemnification, a corporation may indemnify a director or officer
only after it is determined that the individual meets the standard of conduct
described above. In addition, a corporation may also indemnify and advance
expenses to an officer, whether or not a director, to the extent, consistent
with public policy, that may be provided by its Articles of Incorporation,
by-laws, general or specific action of its board of directors or contract.
Section 23-1-37-14 of the Indiana Business Corporation Law empowers an Indiana
corporation to purchase and maintain insurance on behalf of any director or
officer against any liability asserted against, or incurred by, such individual
in any such capacity or arising out of his or her status as such, whether or not
the corporation would have had the power to indemnify against such liability.
The Amended and Restated Articles of Incorporation of the Registrant
permit the Registrant to indemnify any person who is or was a director or
officer of the Registrant to the fullest extent allowed by law.
The Registrant also carries liability insurance covering officers and
directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Amended and Restated Articles of Incorporation of Central
Newspapers, Inc. (Incorporated by reference to Exhibit 3.1
to the Annual Report on Form 10-K for the year ended
December 27, 1998)
4.2 Amended and Restated Code of By-Laws of Central
Newspapers, Inc.
</TABLE>
<PAGE> 6
<TABLE>
<S> <C>
(Incorporated by reference to Exhibit 3.2 to the Annual
Report on Form 10-K for the year ended December 27, 1998)
4.3 Form of Certificate for Class A Common Stock (Incorporated
by reference to Form S-1 Registration Statement filed
August 10, 1989, No. 33-30436)
4.4 Indenture between Indianapolis Newspapers, Inc. and the
Indiana Trust Company, as trustee, dated as of December 1,
1948 (Incorporated by reference to Form S-1 Registration
Statement filed August 10, 1989, No. 33-30436)
5 Opinion of Eric S. Tooker, Vice President and General
Counsel of the Registrant
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Olive LLP
23.3 Consent of Eric S. Tooker, Vice President and General
Counsel of the Registrant (included in the opinion filed
as Exhibit 5).
24 Power of Attorney (included in signature pages).
</TABLE>
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering
<PAGE> 7
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
<PAGE> 8
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Phoenix, State of Arizona, on June 23, 1999.
CENTRAL NEWSPAPERS, INC.
/s/ Louis A. Weil, III
By: ------------------------------------
Louis A. Weil, III
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby authorizes Eric S. Tooker, as attorney-in-fact, to sign his or her name
on his or her behalf, individually and in each capacity designated below, and to
file any additional amendments, including post-effective amendments to this
Registration Statement.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Louis A. Weil, III Chairman of the Board, June 23, 1999
- ---------------------- President and Chief Executive
Louis A. Weil, III Officer (Principal Executive Officer)
Vice President, and June 23, 1999
/s/ Thomas K. MacGillivray Chief Financial Officer
- ---------------------- (Principal Financial and
Thomas K. MacGillivray Accounting Officer)
/s/ William A. Franke
- ----------------------
William A. Franke Director June 23, 1999
/s/ L. Ben Lytle
- ----------------------
L. Ben Lytle Director June 23, 1999
/s/ Kathryn L. Munro
- ----------------------
Kathyrn L. Munro Director June 23, 1999
</TABLE>
<PAGE> 9
<TABLE>
<S> <C> <C>
/s/ Myrta J. Pulliam
- ----------------------
Myrta J. Pulliam Director June 23, 1999
/s/ Frank E. Russell
- ----------------------
Frank E. Russell Director June 23, 1999
/s/ Richard Snell
- ----------------------
Richard Snell Director June 23, 1999
</TABLE>
<PAGE> 10
Exhibit Index
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Amended and Restated Articles of Incorporation of Central
Newspapers, Inc. (Incorporated by reference to Exhibit 3.1
to the Annual Report on Form 10-K for the year ended
December 27, 1998)
4.2 Amended and Restated Code of By-Laws of Central
Newspapers, Inc. (Incorporated by reference to Exhibit 3.2
to the Annual Report on Form 10-K for the year ended
December 27, 1998)
4.3 Form of Certificate for Class A Common Stock (Incorporated
by reference to Form S-1 Registration Statement filed
August 10, 1989, No. 33-30436)
4.4 Indenture between Indianapolis Newspapers, Inc. and the
Indiana Trust Company, as trustee, dated as of December 1,
1948 (Incorporated by reference to Form S-1 Registration
Statement filed August 10, 1989, No. 33-30436)
5 Opinion of Eric S. Tooker, Vice President and General
Counsel of the Registrant
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Olive LLP
23.3 Consent of Eric S. Tooker, Vice President and General
Counsel of the Registrant (included in the opinion filed
as Exhibit 5).
24 Power of Attorney (included in signature pages).
</TABLE>
<PAGE> 1
Exhibit 5
CENTRAL NEWSPAPERS, INC.
200 EAST VAN BUREN STREET
PHOENIX, AZ 85004-2238
(602) 444-1115 - FAX (602) 444-8340
June 23, 1999 [cni LOGO]
ERIC S. TOOKER
VICE PRESIDENT/GENERAL COUNSEL
CENTRAL NEWSPAPERS, INC.
200 E. Van Buren Street
Phoenix, Arizona 85004
Ladies and Gentlemen:
Reference is made to your proposed offering pursuant to the Central
Newspapers, Inc. 1999 Long Term Incentive Plan (the "Plan") of up to 6,126,835
shares of the Registrant's Common Stock, no par value (the "Plan Shares"), as
contemplated in the Registration Statement on Form S-8 and the Exhibits thereto
to be filed by the Registrant with the Securities and Exchange Commission (the
"SEC"), under the Securities Act of 1933, as amended, on June 23, 1999 (the
"Registration Statement"). It is my opinion that:
1. The Registrant has been duly organized and is validly existing
as a corporation under the laws of the State of Indiana.
2. The Plan Shares, when issued and sold in accordance with the
terms of the Plan, will be legally issued, fully paid, and
non-assessable.
In rendering this opinion, I have reviewed and relied upon such
documents and records of the Registrant as I have deemed necessary and have
assumed the following:
(i) the genuineness of all signatures and the authenticity of
documents submitted to me as originals, and the conformity to originals of all
documents submitted to me as copies;
(ii) the accuracy, completeness, and genuineness of all
representations and certifications with respect to factual matters made to me by
officers of the Registrant and public officials; and
(iii) the accuracy and completeness of the Registrant's records.
The opinions expressed herein are limited solely to the laws of the
State of Indiana. I express no opinion on the laws of any other jurisdiction or
the applicability or effect of any such laws or principles.
<PAGE> 2
The opinions expressed herein are based upon the law and other matters
in effect on the date hereof, and I assume no obligation to revise or supplement
this opinion should such law be changed by legislative action, judicial
decision, or otherwise, or should any facts or other matters upon which I have
relied be changed.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Eric Tooker
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 27, 1998 relating to the
financial statements, which appears in the 1998 Annual Report to Shareholders
of Central Newspapers, Inc. and subsidiaries (the "Company"), which is
incorporated by reference in the Company's Annual Report on Form 10-K for the
year ended December 31, 1998. We also consent to the incorporation by reference
of our report dated December 27, 1998 relating to the financial statement
schedules, which appears in such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Phoenix, Arizona
June 22, 1999
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use of our report dated February 3, 1997 on the consolidated
financial statements of Central Newspapers, Inc. and to the reference to our
Firm in Registration Statement on Form S-8 and to the incorporation by reference
therein of our report dated February 3, 1997, with respect to the consolidated
financial statements of Central Newspapers, Inc. as of December 29, 1996 and for
each of the two fiscal years in the period ended December 29, 1996, included in
its Annual Report on Form 10-K for the fiscal year ended December 27, 1998.
Olive LLP
/s/ Olive LLP
Indianapolis, Indiana
June 22, 1999
