Gannett Co Inc/DE, et al. – ‘SC TO-C’ on 6/28/00 re: Central Newspapers Inc

On:  Wednesday, 6/28/00, at 4:59pm ET   ·   Accession #:  901309-0-169   ·   File #:  5-40711

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Tender-Offer Statement — Preliminary Communication   —   Schedule TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-C     Schedule to Tender Offer                               4     20K 

Document Table of Contents

SC TO-C
1st Page of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 As filed with the Securities and Exchange Commission on June 28, 2000

================================================================================

 U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

------------------

 SCHEDULE TO
TENDER OFFER STATEMENT
 UNDER
SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
 -----------------

CENTRAL NEWSPAPERS, INC.
(Name Of Subject Company (Issuer))

PACIFIC AND SOUTHERN INDIANA CORP.
 GANNETT CO., INC.
(Names Of Filing Persons (Offerors))

 CLASS A COMMON STOCK, NO PAR VALUE;
CLASS B COMMON STOCK, NO PAR VALUE
(Title Of Class Of Securities)

154647101;
Not Applicable
(CUSIP NUMBERS OF CLASS OF SECURITIES)

 THOMAS L. CHAPPLE, ESQ.
GANNETT CO. , INC.
 1100 WILSON BOULEVARD
 ARLINGTON, VIRGINIA 22234
(Name, Address And Telephone Number Of Person Authorized
To Receive Notices And Communications On Behalf Of Filing Persons)

----------------
Copy to:
RICHARD F. LANGAN, JR., ESQ.
JOHN C. PARTIGAN, ESQ.
 NIXON PEABODY LLP
401 NINTH STREET, N.W.
WASHINGTON, DC 20004
(202) 585-8000

 -----------------

 CALCULATION OF FILING FEE

================================================================================
Transaction Valuation                              Amount Of Filing Fee   

Not Applicable                                     Not Applicable   
--------------------------------------------------------------------------------

|_| Check the box if any part of the fee is offset as provided by Rule 0-11(a)  
(2) and identify the filing with which the offsetting fee was previously paid.  
Identify the previous filing by registration statement number, or the Form      
or Schedule and the date of its filing.                                         

  Amount Previously Paid: None                      Filing Party: Not applicable
 Form or Registration No.: Not applicable          Date Filed:  Not applicable

|X| Check the box if the filing relates solely to preliminary communications    
made before the commencement of a tender offer.                                 
Check the appropriate boxes to designate any transactions to which the statement
relates:                                                                        
|X| third-party tender offer subject to Rule 14d-1.                             
|_| issuer tender offer subject to Rule 13e-4.                                  
|_| going-private transaction subject to Rule 13e-3.                            
|_| amendment to Schedule 13D under Rule 13d-2.                                 
Check the following box if the filing is a final amendment reporting the results
of the tender offer: |_|                                                        

SC TO-C
2nd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd
ITEM 12. EXHIBITS.                                                              

On June 28, 2000, Gannett Co., Inc. and Central Newspapers, Inc. jointly issued 
the the following press release:                                                

FOR IMMEDIATE RELEASE                                                           

                                                        Wednesday, June 28, 2000

        ARLINGTON, VA/PHOENIX, AZ. - Gannett Co., Inc. and Central Newspapers,
Inc. announced today that they have entered into a definitive agreement for     
Gannett's acquisition of Central Newspapers, Inc. for an approximate cash       
purchase price of $2.6 billion. In connection with the acquisition, a subsidiary
of Gannett will make a tender offer to purchase any and all of Central's Class A
and B stock at prices of $64.00 and $6.40 per share, respectively. Gannett also 
will assume or retire all of Central's existing debt. Upon completion of the    
tender offer, if required in order to complete the acquisition, Central will    
hold a special meeting of shareholders to approve the merger of the Gannett     
subsidiary into Central.                                                        

      The transaction has been approved by the boards of directors of both
Gannett and Central as well as by the trustees of the Eugene C. Pulliam Trust,  
which owns approximately 78% of the voting power of Central Newspapers. The     
Eugene C. Pulliam Trust has agreed to tender all of its Class B stock to Gannett
in the tender offer and to vote in favor of the merger if a special meeting of  
shareholders is required. The affirmative vote of the Trust's Class B stock     
would be sufficient to approve the merger. The Pulliam Trust also has granted   
Gannett an option to purchase its Class B shares.                               

         Central Newspapers owns The Arizona Republic, The Indianapolis Star and
three other dailies in Indiana and one daily in Louisiana. Central also owns a  
direct marketing business; CNI Ventures, Central's internet and technology      
investment management group; as well as other related media and information     
businesses, including 23% of BrassRing, Inc.                                    

       In announcing the offer, Douglas H. McCorkindale, president and chief
executive officer of Gannett said: "We are extremely pleased that the Central   
properties will become part of Gannett. We have held these properties in high   
esteem for many years and look forward to operating them in keeping with the    
high standards established by the Pulliam family. This transaction affords      
Gannett the rare opportunity to add two flagship newspapers to our operations.  
We are excited about expanding our presence in Phoenix, the 14th largest market 
in the United States and the fastest growing metro market in the United States. 
We also welcome the chance to enter Indianapolis, the 29th largest U.S. market. 
We consider ourselves very fortunate to be able to add such high caliber people 
and operations to our Company."                                                 

   Louis A. "Chip" Weil III, chairman, president and chief executive
officer of Central said: "It is increasingly clear that size and scale are key  
considerations in the long-term success of a newspaper operator, and our        
agreement announced today is a reflection of that. We believe this transaction  
demonstrates the substantial value that Central Newspapers has created and the  
overall strength of our operations. Our management and employees have a great   
deal of pride in what we've built, and we believe that Gannett, with its strong 
operating capability and its enormous commitment to newspapers, will continue to
enhance the value of Central's businesses. Our trust is in Gannett to ensure    
that our commitment to community, product and employees will continue to grow   
and prosper under their ownership."                                             

SC TO-C
3rd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd
       Closing is expected to occur in the third quarter of 2000, subject to
obtaining applicable governmental approvals and other customary conditions.     

      Although Gannett presently owns KPNX-TV in Phoenix, AZ, because this
transaction does not require the transfer of any broadcast station licenses, no 
Federal Communications Commission ("FCC") approval is required. The FCC's policy
provides that newly created newspaper/television combinations may be held until 
the station's next license renewal, or October 2006 in this case. If the        
cross-ownership rule has not been modified by that time, a waiver would be      
needed to allow continued ownership. Gannett expects that by the time KPNX-TV's 
license is up for renewal, the cross-ownership issue will be resolved favorably.

       The transaction is expected to be accretive to Gannett's cash EPS for
2000 and in its first full year in 2001. (Cash EPS is defined as diluted        
earnings per share before amortization of good will and intangibles.) Initial   
dilution to reported earnings per share is expected to be approximately 7%. The 
transaction values Central at approximately 11.2 x 2000 expected EBITDA and 9.5 
x 2001 expected EBITDA, after anticipated synergies.                            

         Gannett Co., Inc. is an international news and information company that
publishes 89 daily and numerous non-daily newspapers worldwide, including USA   
TODAY, the nation's largest-selling daily newspaper and USA WEEKEND, a weekly   
newspaper magazine. On June 8, Gannett announced that it would acquire 21 daily 
newspapers and related publications from Thomson Newspapers, Inc. Gannett also  
operates 22 television stations and is an Internet leader with sites sponsored  
by most of its TV stations and newspapers including USATODAY.com, one of the    
most popular news sites on the Web.                                             

    Central Newspapers is a media and information company. Through its
flagship newspapers The Arizona Republic and The Indianapolis Star, Central     
publishes the only major dailies in the greater Phoenix metropolitan area and   
central Indiana, and also operates those markets' leading local Internet        
portals, azcentral.com in Arizona and indy.com in Indianapolis. Central also    
owns and operates several smaller newspapers as well as other related media and 
information businesses.  Donaldson, Lufkin & Jenrette served as financial       
advisor to Central Newspapers, and Goldman, Sachs & Co. advised the Eugene C.   
Pulliam Trust.                                                                  

SC TO-C
Last Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th
      This release contains forward looking statements that are subject to
risks and uncertainties that could cause actual results to differ materially    
from those projected in such statements. Potential risks and uncertainties      
include, but are not limited to, satisfaction of the conditions to closing and  
Gannett's ability to integrate the Central operations and achieve the           
anticipated synergies of the transaction.                                       

        The parties are required to file documentation with the Securities and
Exchange Commission concerning the transaction. WE URGE INVESTORS TO READ THE   
SCHEDULE TO, THE SCHEDULE 14D-9, PROXY STATEMENT AND ANY OTHER RELEVANT         
DOCUMENTS TO BE FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY    
CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the documents filed
by Gannett or Central with the Commission at the Commission's web site at       
www.sec.gov. In addition, documents filed with the SEC by Gannett or Central    
will be available free of charge by directing a request to the Secretary of     
Gannett at 1100 Wilson Boulevard, Arlington, VA 22234 and the Secretary of      
Central at 200 E. Van Buren Street, Phoenix, AZ 85004, respectively.            

         Central, its directors, executive officers and certain other members of
Central management and employees may be soliciting proxies from Central         
shareholders in favor of the merger transaction and may have an interest either 
directly or indirectly by virtue of their security holdings or otherwise.       
Information concerning the participants will be set forth in a Proxy Statement  
that may be filed with the SEC. Information regarding such officers and         
directors is included in Central's Definitive Proxy Statement for its 2000      
Annual Meeting of Stockholders filed with the Commission on April 4, 2000. This 
document is available free of charge at the Commission's web site at            
http://www.sec.gov and from Central at the address set forth above.             

-------------------------                                                       
Gannett Contacts:                                                               
Gannett Co., Inc.         OR                    Mimi Feller, Sr. V.P.     
Tara Connell, Office of Public Affairs          of Public Affairs and     
703/284-6038 or 6049                            Government Relations      
tconnell@GCI1.gannett.com                       703/284-6046              

Central Contacts:                                                               
Central Newspapers, Inc.         OR             Brainerd Communications   
Tom MacGillivray, Sr. Vice President & CFO      Jeff Majtyka              
602/444-1100                                    212/986-6667              
                                           Majtyka@braincomm.com

 # # #

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC TO-C’ Filing		Date		First		Last			Other Filings
Filed on:		6/28/00		1		2			8-K,  SC 14D9,  SC14D9C
		4/4/00		4					4,  DEF 14A
									List all Filings