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Exhibit 5 -- LETTER TO STOCKHOLDERS
CENTRAL NEWSPAPERS, INC.
200 East Van Buren Street
Phoenix, Arizona 85004
(602) 444-1100
[cni LOGO]
July 3, 2000
Dear Stockholders:
We are pleased to inform you that, on June 28, 2000, Central Newspapers,
Inc. (the "COMPANY") entered into an Agreement and Plan of Merger (the "MERGER
AGREEMENT") with Gannett Co., Inc. ("PARENT") and Pacific and Southern Indiana
Corp. ("PURCHASER"), Parent's wholly owned subsidiary, providing for the
acquisition of the Company. Pursuant to the Merger Agreement, Purchaser has
commenced a tender offer for all the outstanding shares of the Company's Class A
Common Stock at $64.00 per share, and all the outstanding shares of the
Company's Class B Common Stock at $6.40 per share, net to the sellers in cash
(the "OFFER").
Following the successful completion of the Offer, Purchaser will merge with
and into the Company (the "MERGER"), and all the shares not purchased in the
Offer will be converted into the right to receive the Offer consideration. As a
result of the Merger, the Company will become a wholly owned subsidiary of
Parent.
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY (1) DETERMINED THAT THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER, THE
PURCHASE OF SHARES PURSUANT TO THE OFFER AND THE MERGER ARE FAIR TO, AND IN THE
BEST INTERESTS OF, THE STOCKHOLDERS OF THE COMPANY, (2) APPROVED THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE OFFER, THE
PURCHASE OF SHARES PURSUANT TO THE OFFER AND THE MERGER, AND (3) RECOMMENDED
THAT THE STOCKHOLDERS OF THE COMPANY ACCEPT THE OFFER AND TENDER THEIR SHARES
PURSUANT TO THE OFFER, AND APPROVE AND ADOPT THE MERGER AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED THEREBY.
Enclosed with this letter is a copy of the Company's
Solicitation/Recommendation Statement on Schedule 14D-9, which describes the
reasons for your Board's recommendation. Also enclosed are the Offer to Purchase
by Purchaser, together with related materials, including a Letter of Transmittal
to be used for tendering your shares. These materials set forth in detail the
terms and conditions of the tender offer, and provide instruction on how to
tender your shares. I urge you to read the enclosed materials carefully.
Very truly yours,
/s/ Louis A. Weil III
Louis A. Weil, III
