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UNITED STATES
SECURITIES AND EXCHANGE
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
Amendment No 2
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CENTRAL NEWSPAPERS, INC.
(Name of Subject Company)
CENTRAL NEWSPAPERS, INC.
(Name of Person(s) Filing Statement)
Class A Common Stock, no par value (CUSIP 154647101)
Class B Common Stock, no par value
(Title of Class of Securities)
Eric S. Tooker
Vice President, Secretary and General Counsel
Central Newspapers, Inc.
200 E. Van Buren Street
Phoenix, Arizona 85004
(602) 444-1115
(Name,address and telephone number of person authorized to
receive notice and communications on behalf of the
person(s) filing statement)
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With a copy to
George R. Bason, Jr.
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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Central Newspapers, Inc., a Delaware corporation, hereby amends and supplements
its Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9"), initially filed with the Securities and Exchange Commission (the
"Commission") on July 3, 2000, as amended by Amendment No. 1 thereto filed on
July 21, 2000. The Schedule 14D-9 relates to the tender offer by Pacific and
Southern Indiana Corp., an Indiana corporation and a wholly owned subsidiary of
Gannett Co, Inc., a Delaware corporation, disclosed in a Tender Offer Statement
on Schedule TO, dated July 3, 2000 and filed with the Commission, to purchase
any and all of the outstanding shares of Class A Common Stock, no par value,
and Class B Common Stock, no par value, of the Company pursuant to the
conditions set forth in the Offer to Purchase dated July 3, 2000 and the
related Letter of Transmittal. Capitalized terms used but not defined herein
have the meanings assigned to them in the Schedule 14D-9.
The following items in the Schedule 14D-9 are hereby amended and supplemented
as follows:
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by the
addition of the following paragraph (d) at the end thereof:
(d) Antitrust. On July 24, 2000, the Company filed a joint press release
(a copy of which is filed as Exhibit 12 hereto) announcing that the waiting
period under the HSR Act had expired. Early termination or expiration of the
waiting period under the HSR Act was a condition to the Offer, and such
condition has now been satisfied.
Item 9 Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented to include
the following additional exhibits:
Exhibit 12: Joint press release issued by the Company and the Parent on
July 24, 2000.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
CENTRAL NEWSPAPERS, INC.
/s/Eric S. Tooker
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Name: Eric S. Tooker
Title: Vice President and General
Counsel
Dated: July 24, 2000
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