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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Central Newspapers, Inc.
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(Name of Issuer)
Class A Common Stock, no par value
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(Title of Class of Securities)
154647 10 1
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(CUSIP Number)
Louis A. Weil, III, Central Newspapers, Inc. 200 E. Van Buren Street
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Phoenix, Arizona 85004- (602) 444-1115
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 28, 2000
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(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
(Continued on following pages)
Page 1 of 8 Pages
<PAGE> 2
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CUSIP No. 154647 10 1 13D Page 2 of 8 Pages
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1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (Entities Only)
Myrta J. Pulliam
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2 Check the appropriate box if a member of a Group (a) [ ]
(b) [ ]
N/A
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3 SEC USE ONLY
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4 Source of Funds
00
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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
United States citizen
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7 Sole Voting Power
471,966
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Number of 8 Shared Voting Power
Shares 67,090 (excludes 50,515,000 shares of Class B
Beneficially Common Stock convertible into shares of Class A
Owned By Common Stock)
Each ----------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 471,966
With ----------------------------------------------------------
10 Shared Dispositive Power
67,090 (excludes 50,515,000 shares of Class B
Common Stock convertible into shares of Class A
Common Stock)
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
539,056 (excludes 50,515,000 shares of Class B Common Stock convertible
into shares of Class A Common Stock)
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
N/A
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13 Percent of Class Represented by Amount in Row (11)
1.6%
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14 Type of Reporting Person
OO (Trustee)
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CUSIP No. 154647 10 1 13D Page 2 of 8 Pages
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(Continued on following pages)
Page 2 of 8 Pages
<PAGE> 3
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CUSIP No. 154647 10 1 13D Page 3 of 8 Pages
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1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (Entities Only)
Frank E. Russell
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2 Check the appropriate box if a member of a Group (a) [ ]
(b) [ ]
N/A
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3 SEC USE ONLY
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4 Source of Funds
00
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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
United States citizen
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7 Sole Voting Power
1,440,200
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Number of 8 Shared Voting Power
Shares 230,000 (excludes 46,265,010 shares of Class B
Beneficially Common Stock convertible into shares of Class A
Owned By Common Stock)
Each ----------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 1,440,200
With ----------------------------------------------------------
10 Shared Dispositive Power
230,000 (excludes 46,265,010 shares of Class B
Common Stock convertible into shares of Class A
Common Stock)
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,670,200 (excludes 46,265,010 shares of Class B Common Stock convertible
into shares of Class A Common Stock)
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
N/A
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13 Percent of Class Represented by Amount in Row (11)
5.0%
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14 Type of Reporting Person
OO (Trustee)
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CUSIP No. 154647 10 1 13D Page 3 of 8 Pages
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<PAGE> 4
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CUSIP No. 154647 10 1 13D Page 4 of 8 Pages
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1 Name of Reporting Persons
I.R.S. Identification Nos. of above persons (Entities Only)
Louis A. Weil III
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2 Check the appropriate box if a member of a Group (a) [ ]
(b) [ ]
N/A
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3 SEC USE ONLY
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4 Source of Funds
00
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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
United States citizen
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7 Sole Voting Power
595,125
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Number of 8 Shared Voting Power
Shares 0 (excludes 45,815,000 shares of Class B
Beneficially Common Stock convertible into shares of Class A
Owned By Common Stock)
Each ----------------------------------------------------------
Reporting 9 Sole Dispositive Power
Person 595,125
With ----------------------------------------------------------
10 Shared Dispositive Power
0 (excludes 45,815,000 shares of Class B
Common Stock convertible into shares of Class A
Common Stock)
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
595,125 (excludes 45,815,000 shares of Class B Common Stock convertible
into shares of Class A Common Stock)
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
N/A
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13 Percent of Class Represented by Amount in Row (11)
1.8%
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14 Type of Reporting Person
OO (Trustee)
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CUSIP No. 154647 10 1 13D Page 4 of 8 Pages
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ITEM 1. SECURITY AND ISSUER
This statement relates to the Class A Common Stock, no par value, of
Central Newspapers, Inc., 200 E. Van Buren Street, Phoenix, Arizona 85004
(602) 444-1115.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is filed by:
(i) Myrta J. Pulliam, an individual, whose principal business address is
135 North Pennsylvania Street, Suite 1200, Indianapolis, Indiana 46204. Ms.
Pulliam is an executive and is a citizen of the United States. During the last 5
years, Ms. Pulliam has not been (A) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (B) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such a proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(ii) Frank E. Russell an individual, whose principal business address is
Central Newspapers, Inc., 200 E. Van Buren Street, Phoenix, Arizona 85004. Mr.
Russell is a private investor and is a citizen of the United States. During the
last 5 years, Mr. Russell has not been (A) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (B) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such a proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
(iii) Louis A. Weil, III., an individual, whose principal business
address is Central Newspapers, Inc., 200 E. Van Buren Street, Phoenix, Arizona
85004. Mr. Weil is an executive and is a citizen of the United States. During
the last 5 years, Mr. Weil has not been (A) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (B) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such a proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The securities referenced in Item 1 are shares of capital stock of
Central Newspapers, Inc., a Delaware corporation ("CNI"). The trust for which
the persons filing this Schedule 13D are Trustees (The Eugene C. Pulliam Trust)
has previously been exempt from the obligations to make filings on Schedule 13D
by virtue of obtaining ownership of the applicable securities before 1970 and
consequently filings have been made on Schedule 13G. Most of the shares reported
in this filing (45,815,000) are the result of shares originally contributed to
the trust in 1965. The remaining shares held by individual trustees were
acquired either compensation for service as employees of CNI, with personal
funds, by gift, inheritance or as these individuals act as trustees of other
trusts owning CNI securities.
ITEM 4. PURPOSE OF TRANSACTION.
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Most of the shares reported in this filing (45,815,000) are assets in
the trust overseen by the persons referenced in Item 2 (the "Trustees"). The
securities were originally acquired and have long been held for investment. The
Trustees have executed a voting agreement with Gannett Co., Inc. ("Gannett")
whereby in accordance with the terms of that agreement the Trustees have agreed
to vote and/or tender, or cause to be voted and/or tendered, the securities of
CNI held and voted by the trusts in favor of a merger of CNI with Gannett (the
"Merger") and against any potential transaction other than the Merger. A copy of
the Voting and Tender Agreement is attached hereto as an Exhibit.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of July 6, 2000:
(A) Ms. Pulliam has (i) the sole power to vote or direct the vote of
471,966 shares (including 23,166 shares of Class A Common Stock which she may
acquire upon the exercise of outstanding options), (ii) the shared power to vote
or direct the vote of 67,090 shares of Class A Common Stock held by a
partnership in which Ms. Pulliam has an interest, but excluding 50,515,000
shares of Class B Common Stock convertible into shares of Class A Common Stock,
45,815,000 of which are held by the Eugene C. Pulliam Trust of which Ms. Pulliam
is a trustee and as to which Ms. Pulliam disclaims beneficial ownership, (iii)
the sole power to dispose or direct the disposition of 471,996 shares and (iv)
the shared power to dispose or direct the disposition of 67,090 shares of Class
A Common Stock of CNI (excluding 50,515,000 shares of Class B Common Stock
convertible into shares of Class A Common Stock, of which 45,815,000 shares are
held by the Eugene C. Pulliam Trust of which Ms. Pulliam is a trustee and as to
which Ms. Pulliam disclaims beneficial ownership) owned by her representing 1.6%
of the issued and outstanding shares of Class A Common Stock of CNI (which is
based on the number of securities outstanding as contained in the most recently
available filing with the Commission by CNI).
(B) Mr. Russell has (i) the sole power to vote or direct the vote of
1,440,200 shares of Class A Common Stock including (a) 292,000 shares of Class A
Common Stock which he may acquire upon the exercise of outstanding options and
(b) 867,000 shares of Class A Common Stock held in six separate trusts of which
Mr. Russell acts as sole trustees and as to which such shares Mr. Russell
disclaims beneficial ownership, (ii) the shared power to vote or direct the vote
of 230,000 shares, including (a) 200,000 shares held by the Nina Mason Pulliam
Charitable Trust of which Mr. Russell is a trustee and as to which such shares
Mr. Russell disclaims beneficial ownership and (b) 30,000 shares owned by Mr.
Russell's spouse, but excluding 46,265,010 shares of Class B Common Stock
convertible into shares of Class A Common Stock, of which 45,815,000 are held by
the Eugene C. Pulliam Trust of which Mr. Russell is a trustee and as to which
Mr. Russell disclaims beneficial ownership, (iii) the sole power to dispose or
direct the disposition of 1,440,200 shares and (iv) the shared power to dispose
or direct the disposition of 230,000 (excluding 46,265,010 shares of Class B
Common Stock convertible into shares of Class A Common Stock, of which
45,815,000 are held by the Eugene C. Pulliam Trust of which Mr. Russell is a
trustee and as to which Mr. Russell disclaims beneficial ownership) shares of
Class A Common Stock of the CNI owned by him representing 5.0% of the issued and
outstanding shares of Class A Common Stock of CNI (which is based on the number
of securities outstanding as contained in the most recently available filing
with the Commission by CNI).
(C) Mr. Weil has (i) the sole power to vote or direct the vote of
595,125 shares, including 544,666 shares of Class A Common Stock which he may
acquire upon the exercise of outstanding options, (ii) the shared power to vote
or direct the vote of 0 shares (excluding
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45,815,000 shares of Class B Common Stock convertible into shares of Class A
Common Stock held by the Eugene C. Pulliam Trust of which Mr. Weil is a trustee
and as to which Mr. Weil disclaims beneficial ownership), (iii) the sole power
to dispose or direct the disposition of 595,125 shares and (iv) the shared power
to dispose or direct the disposition of 0 shares (excluding 45,815,000 shares of
Class B Common Stock convertible into shares of Class A Common Stock held by the
Eugene C. Pulliam Trust of which Mr. Weil is a trustee and as to which Mr. Weil
disclaims beneficial ownership) of Class A Common Stock of the CNI beneficially
owned by him representing 1.8% of the issued and outstanding shares of Class A
Common Stock of CNI (which is based on the number of securities outstanding as
contained in the most recently available filing with the Commission by CNI).
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Trustees have executed a voting agreement with Gannett whereby they,
in accordance with the terms of that agreement, have agreed to vote and/or
tender, or caused to be voted and/or tendered, the securities of CNI held and
voted by the trusts by them in favor of the Merger.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Agreement and Plan of Merger
Exhibit 2 - Voting and Tender Agreement
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After reasonable inquiry and to the best knowledge and belief of each,
the undersigned hereby certify that the information set forth in this statement
is true, complete, and correct.
/s/ Myrta J. Pulliam July 6, 2000
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Myrta J. Pulliam Date:
/s/ Louis A. Weil, III July 6, 2000
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Louis A. Weil, III Date:
/s/ Frank E. Russell July 6, 2000
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Frank E. Russell Date:
