Item 1. Business.
Central Newspapers, Inc. (the "Company") is engaged, through its subsidiaries, in newspaper publishing primarily in the metropolitan areas of Phoenix, Arizona and Indianapolis, Indiana. The Company is an Indiana corporation organized in 1934. Through its wholly-owned subsidiary, Phoenix Newspapers, Inc., the Company publishes The Arizona Republic (mornings and Sunday), The Phoenix Gazette (evenings) and the Arizona Business Gazette (weekly). Through its 71.2%-owned subsidiary, Indianapolis Newspapers, Inc., the Company publishes The Indianapolis Star (mornings and Sunday) and The Indianapolis News (evenings). The Company also publishes several daily newspapers serving smaller communities in Indiana. The Company is a partner (13.5% interest) in Ponderay Newsprint Company, a general partnership that owns and operates a newsprint mill in the state of Washington.
The Company has published its newspapers in its two primary markets for more than forty-four years. The Company has managed its newspapers with the objective of long-term growth and believes that this philosophy has contributed to the stability of the Company's operations. The Company's ability to establish and maintain its daily newspapers as the only major newspapers in their respective markets has promoted its growth and is of primary importance in attracting and maintaining advertising, the principal source of revenue for the Company. Each of the Company's newspapers has substantial autonomy over editorial policy.
PHOENIX NEWSPAPERS, INC.
Phoenix Newspapers, Inc. ("PNI") was formed in 1946 by a group of investors, including the Company, to purchase The Arizona Republic and The Phoenix Gazette. The Company originally owned a 30% interest in PNI and has owned 100% of the common stock of PNI since 1977. The newspapers published by PNI are The Arizona Republic (mornings and Sunday), The Phoenix Gazette (evenings) and the Arizona Business Gazette (weekly).
Circulation
As of December 26, 1993, approximately 82% of the daily and 68% of the Sunday circulation of The Arizona Republic and 88% of the daily circulation of The Phoenix Gazette were home delivered. Single copy sales account for approximately 32% of Sunday newspaper sales and approximately 17% of combined daily newspaper sales.
The Arizona Business Gazette contains business news and legal notices relating to the Phoenix metropolitan area. The average paid circulation of the Arizona Business Gazette was 9,686; 8,379; and 9,599 for 1991, 1992 and 1993.
The circulation levels of The Arizona Republic and The Phoenix Gazette are seasonal due to the large number of part-year residents of the Phoenix area. Historically, circulation for
The Arizona Republic and The Phoenix Gazette achieves its highest levels in February and decreases during the late spring and summer months. During 1993 the seasonal variation in combined daily circulation and Sunday circulation was approximately 89,000 and 95,000. The following table shows the average paid circulation for The Arizona Republic and The Phoenix Gazette for the last three fiscal years. The figures for 1991 and 1992 are based upon annual reports issued by the Audit Bureau of Circulations ("ABC"), an independent agency which audits the circulation of daily and Sunday newspapers and include circulation outside the Phoenix metropolitan statistical area ("MSA"). The figures for 1993 are based upon the records of the Company because, as of the date of this report, the ABC annual report for 1993 has not been released. Net circulation revenue for the last three fiscal years is based upon the records of the Company.
52 Weeks 52 Weeks 52 Weeks Dec. 29 Dec. 27 Dec. 26 Fiscal Years Ended 1991 1992 1993
The Arizona Republic (Sunday) 557,399 560,850 576,576 The Arizona Republic (Daily) 358,269 360,148 366,787 The Phoenix Gazette (Daily) 87,355 86,126 81,497
Net Circulation Revenue (in thousands) $61,930 $70,621 $74,368
The home delivered price for The Arizona Republic (seven days) in the Phoenix MSA is $3.05 per week including a $.55 per week increase during November 1991. The home delivered price for The Phoenix Gazette (six days) is $1.50 per week. During January 1993 the single copy price of the morning paper increased by $.15 to $.50. The single copy price of the afternoon paper is $.35. The single copy price of the Sunday paper is $1.50 including a $.25 increase in January 1991. A weekend package comprising the Sunday paper and the Friday and Saturday edition of either the morning or evening paper is offered at $2.00 per week which reflects a $.50 per week increase effective November 1991.
Advertising
The newspapers generate revenue from two primary types of advertisements, "run of paper," which are printed in the body of the newspaper, and "pre-printed," which are furnished by the advertiser and inserted into the newspaper. PNI derives the majority of its advertising revenue from run of paper advertisements. However, like other major newspapers, The Arizona Republic and The Phoenix Gazette have experienced an increase in the use by advertisers of pre-printed advertisements in recent years. Because pre-printed advertisements are furnished by the advertisers and can be distributed by alternate means, revenues and profits from pre-printed advertisements are generally lower than would be derived if an advertiser had chosen to use run of paper advertisements. To encourage use of run of paper advertisements, PNI structures its advertising rates to provide more favorable rates to high volume and frequent run of paper advertisers.
PNI also structures its advertising format to accommodate the numerous communities that comprise the Phoenix metropolitan area. The Arizona Republic and The Phoenix Gazette publish a common "Community" section that is inserted in up to twelve zoned editions on certain days of the week. Zoned editions, which include news stories and advertisements targeted to specific communities or geographic areas, provide an important means of competing with news coverage of local newspapers and thereby promote circulation. Other part run sections are also provided to accommodate the needs of advertisers for more targeted distribution.
The combined run of paper advertising linage for The Arizona Republic, The Phoenix Gazette and the Arizona Business Gazette for the past three fiscal years and the combined advertising revenues of the newspapers for such periods are set forth in the following table:
52 Weeks 52 Weeks 52 Weeks Dec. 29 Dec. 27 Dec. 26 Fiscal Years Ended 1991 1992 1993
Advertising Linage--Run of Paper (in thousands of six- column inches): Full run 3,463 3,371 3,562 Part run 1,763 2,024 2,239 Weekly 410 324 278
Net Advertising Revenue (in thousands) $203,887 $203,267 $218,092
Distribution
PNI distributes The Arizona Republic and The Phoenix Gazette primarily by home delivery through a network of independent contractors that deliver newspapers pursuant to agreements with PNI. PNI has implemented a centralized billing system which removes the responsibility for billing and collection from the independent contractors. Newspapers are distributed to the independent contractor network by an outside company which has been under contract with PNI for over thirty-nine years.
Production
The Arizona Republic and The Phoenix Gazette have separate editorial/news staffs but share the same production facilities and equipment. The editing and composing functions are performed primarily at PNI's facility in downtown Phoenix. To increase efficiency and reduce work force requirements, the editing and composing functions have been computerized. Electronic pagination allows entire pages of the newspaper to be formatted at a computer terminal instead of by manual assembly. Composed pages are electronically transmitted from PNI's downtown facility to its two satellite production facilities.
PNI has two satellite production facilities, one located in Deer Valley which is north of downtown Phoenix and one in Mesa, Arizona. Construction of the Deer Valley facility began in 1990 and was completed in 1992. This facility includes four new offset presses and related production equipment as well as circulation, advertising and editorial offices. Production began during the first quarter of 1992 with full operation commencing in the third quarter of 1992. The Mesa facility began operation in 1982 and has been expanded and upgraded since that date. It has three offset presses and related production equipment.
Because of the growth expected in the Phoenix area, PNI owns an additional site in western Maricopa County for a future satellite production facility.
INDIANAPOLIS NEWSPAPERS, INC.
Indianapolis Newspapers, Inc. ("INI") was formed by the Company in 1948. The Company owns all of the issued and outstanding Class B Common Stock and 4.1% of the Class A Common Stock of INI, representing 71.2% of the voting power and equity of INI. The remaining issued and outstanding Class A Common Stock of INI, which represents the remaining 28.8% of the voting power and equity of INI, is held either directly or through trusts by members of the family which previously owned The Indianapolis News. The holders of the Class A Common Stock are entitled to elect a minority of INI's Board of Directors. The primary newspapers published by INI are The Indianapolis Star (mornings and Sunday) and The Indianapolis News (evenings).
Circulation
As of December 26, 1993, approximately 80% of the daily and 81% of the Sunday circulation of The Indianapolis Star and 83% of the daily circulation of The Indianapolis News were home delivered. Single copy sales account for approximately 18% of Sunday newspaper sales and 17% of combined daily newspaper sales.
The following table shows the average paid circulation for The Indianapolis Star and The Indianapolis News for the last three fiscal years. The figures for 1991 and 1992 are based upon annual reports issued by ABC, and include circulation outside the Indianapolis MSA. The figures for 1993 are based upon records of the Company because, as of the date of this report, the ABC annual report for 1993 has not been released. Net circulation revenue for the last three fiscal years is based upon the records of the Company.
52 Weeks 52 Weeks 52 Weeks Dec. 29 Dec. 27 Dec. 26 Fiscal Years Ended 1991 1992 1993
The Indianapolis Star (Sunday) 414,080 413,630 411,261 The Indianapolis Star (Daily) 230,179 229,842 231,123 The Indianapolis News (Daily) 100,123 96,540 93,245
Net Circulation Revenue (in thousands) $36,050 $36,979 $38,523
The home delivered price for The Indianapolis Star (seven days) in the Indianapolis MSA is $3.00 per week which includes a $.25 price increase during May 1993. The home delivered price for The Indianapolis News (six days) is $1.50 per week. The single copy price is $.35 for each daily paper. The single copy price of the Sunday newspaper is $1.50 which includes a $.25 price increase during September 1991.
Advertising
Newspapers generate revenue from two primary types of advertisements, "run of paper," which are printed in the body of the newspaper, and "pre-printed," which are furnished by the advertiser and inserted into the newspaper. INI derives the majority of its advertising revenue from run of paper advertisements.
Like the Company's Phoenix newspapers, The Indianapolis Star and The Indianapolis News have experienced an increase in the use by advertisers of pre-printed advertisements in recent years. To encourage use of run of paper advertisements, INI structures its advertising rates to provide more favorable rates to high volume and frequent run of paper advertisers. The combined run of paper advertising linage for The Indianapolis Star and The Indianapolis News for the past three fiscal years and the combined advertising revenue of the newspapers for such periods are set forth in the following table:
52 Weeks 52 Weeks 52 Weeks Dec. 29 Dec. 27 Dec. 26 Fiscal Years Ended 1991 1992 1993
Advertising Linage--Run of Paper (in thousands of six- column inches): Full run 2,432 2,425 2,458 Part run 33 22 62 Net Advertising Revenue (in thousands) $102,364 $106,056 $114,004
Distribution
INI distributes The Indianapolis Star and The Indianapolis News primarily by home delivery through a network of approximately 3,200 carriers. Generally, a carrier is an independent contractor who purchases newspapers from INI and resells them to his or her customers.
Production
The Indianapolis Star and The Indianapolis News have separate editorial/news staffs but share the same production and distribution facilities. All editorial, production and distribution functions are handled from INI's facility in downtown Indianapolis. INI's production facility is equipped with six offset presses, after the conversion of four
letterpress presses and the installation of two new offset presses during 1988 - 1992 at a cost of $57.7 million.
SMALLER NEWSPAPERS
The Company also publishes several smaller newspapers. Through Muncie Newspapers, Inc., which is 88%-owned by INI and 12%-owned by the Company, the Company publishes The Muncie Star (mornings and Sunday) and The Muncie Evening Press (evenings). These two daily newspapers serve the Muncie, Indiana area, which has a population of approximately 119,000. As of December 26, 1993, the average paid circulation of The Muncie Star was 29,405 daily, and 36,873 Sunday and the average paid circulation of The Muncie Evening Press was 13,174 daily.
The Company publishes the Vincennes Sun-Commercial, a daily newspaper which serves the city of Vincennes, Indiana, with a population of approximately 19,800. As of December 26, 1993, the average paid circulation of the Vincennes Sun-Commercial was 13,857 daily (five days) and 15,842 Sunday.
During January 1993, the Company formed Topics Newspapers, Inc. as a wholly owned subsidiary to purchase the net assets of two daily newspapers, one weekly newspaper and twelve controlled circulation newspapers that serve the fastest growing area of metropolitan Indianapolis. As of December 26, 1993, the average paid circulation of The Daily Ledger was 9,273 (six days) and the combined weekly circulation was 85,285.
The revenues received by the Company from these smaller publications represented approximately 4% of the total revenues of the Company in each of its last three fiscal years.
RAW MATERIALS - PONDERAY NEWSPRINT COMPANY
The Company consumed approximately 148,700 metric tons of newsprint in fiscal 1993 and estimates that consumption will increase slightly in fiscal year 1994. The Company currently obtains its newsprint from a number of suppliers, both foreign and domestic, under long-term contracts, standard in the industry, which offer dependable sources of newsprint at current market rates.
To provide the Company with an additional source of newsprint for a portion of its needs, the Company formed Central Newsprint Company, Inc. and Bradley Paper Company (the "Newsprint Subsidiaries"), both of which are wholly-owned subsidiaries of the Company. The Newsprint Subsidiaries, together with four other newspaper publishing companies and a Canadian newsprint manufacturer, are partners in Ponderay Newsprint Company ("Ponderay"), a general partnership formed to own and operate a newsprint mill in Usk, Washington. The mill began operations in December 1989. PNI has committed to purchase annually the lesser of 13.5% of Ponderay's newsprint production or 28,400 metric tons on a "take if tendered" basis until the debt of Ponderay is repaid.
COMPETITION
The Company faces competition for advertising revenue from television, radio and direct mail programs, as well as competition for advertising and circulation from suburban neighborhood and national newspapers and other publications. Competition for advertising is based upon circulation levels, readership demographics, price and advertiser results. Competition for circulation is generally based upon the content, journalistic quality and price of the newspaper.
In Indianapolis, the Company's newspapers do not receive significant direct competition from suburban newspapers. In Phoenix, several suburban newspapers owned by major media corporations operate in cities that are part of the Phoenix metropolitan area and compete with The Arizona Republic and The Phoenix Gazette for advertising and circulation.
EMPLOYEES - LABOR
As of January 31, 1994, the Company had approximately 5,000 employees (including 1,280 part-time employees), 42% of whom were covered by collective bargaining agreements. The Company has never had a significant strike or work stoppage at its operations and considers its labor relationships with its employees to be good.
EXECUTIVE OFFICERS OF THE REGISTRANT
As of February 28, 1994, the executive officers of the Company and their ages are as follows:
Name Age Positions
Malcolm W. Applegate 58 Director; President and General Manager of INI
Eugene S. Pulliam 79 Director and Executive Vice President; President of PNI; Publisher of The Indianapolis Star and The Indianapolis News
Frank E. Russell 73 Director; President and Chief Executive Officer
Louis A. Weil III 52 Director; Executive Vice President of PNI; Publisher of The Arizona Republic and The Phoenix Gazette
Wayne D. Wallace 47 Treasurer
Malcolm W. Applegate has been President since May 1993 and General Manager since July 1990 of Indianapolis Newspapers, Inc. From 1985 until assuming his current position with Indianapolis Newspapers, Inc., Mr. Applegate was publisher of the Lansing (Michigan) State Journal. He has been a director of the Company since 1991.
Eugene S. Pulliam has been the Publisher of The Indianapolis Star and The Indianapolis News since 1975 and President of Phoenix Newspapers, Inc. since 1979. He has been a director of the Company since 1954.
Frank E. Russell has been President of the Company since 1979. He has been a director of the Company since 1974.
Louis A. Weil, III has been Publisher of The Arizona Republic and The Phoenix Gazette and Executive Vice President of Phoenix Newspapers, Inc. since July 1991. Mr. Weil served as Publisher of Time from May 1989 to July 1991, and President and Publisher of The Detroit News from May 1987 to May 1989. Mr. Weil serves as a member of the Board of Directors of Global Government Plus Fund, Inc. as well as eleven investment companies within the Prudential family of mutual funds. He has been a director of the Company since 1991.
Wayne D. Wallace has been Treasurer of the Company since October of 1989. Previously, he had been Assistant Treasurer of the Company since 1983.
Each executive officer will serve as such until his successor is chosen and qualified. No family relationships exist among the Company's executive officers.
Item 2.
Item 2. Properties.
The corporate headquarters of the Company are located at 135 North Pennsylvania Street, Indianapolis, Indiana. The general character, location and approximate size of the principal physical properties owned by the Company at the end of fiscal year 1993 are set forth below. In addition to those listed, the Company owns employee recreational facilities and other real estate aggregating approximately 130 acres.
Approximate Area in Square Feet Printing plants, business and editorial offices and warehouse space Owned Leased
Phoenix, Arizona 765,613 16,828 Mesa, Arizona 151,451 --- Indianapolis, Indiana 464,952 168,890 Muncie, Indiana 67,658 --- Vincennes, Indiana 14,000 --- Noblesville, Indiana 7,500 5,412 Carmel, Indiana 13,460 ---
The Company believes that its current facilities and planned building projects are adequate to meet the needs of its newspapers.
Item 3.
Item 3. Legal Proceedings.
The Company becomes involved from time to time in various claims and lawsuits incidental in the ordinary course of its business, including such matters as libel and invasion of privacy actions and is involved from time to time in various governmental and administrative proceedings. Management believes that the outcome of any pending claims or proceedings will not have a significant adverse effect on the Company and its subsidiaries, taken as a whole.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of shareholders during the quarter ended December 26, 1993 through the solicitation of proxies or otherwise.
PART II
Item 5.
Item 5. Markets for Registrant's Common Equity and Related Stockholder Matters.
The information set forth under the caption "Shareholder Information" on page 31 of the Company's 1993 Annual Report to Shareholders is incorporated herein by reference.
Item 6.
Item 6. Selected Financial Data.
The information set forth under the caption "Selected Ten-Year Financial Data" on page 29 of the Company's 1993 Annual Report To Shareholders is incorporated herein by reference.
Item 7.
Item 7. Management's Discussion and Analysis of Results of Operations and Financial Condition.
The information set forth under the caption "Management's Discussion and Analysis of Results of Operations and Financial Condition" beginning on page 11 of the Company's 1993 Annual Report To Shareholders is incorporated herein by reference.
Item 8.
Item 8. Financial Statements and Supplementary Data.
The Company's Consolidated Financial Statements and Notes thereto, together with the report thereon of Geo. S. Olive & Co. dated February 18, 1994, appearing on pages 14 through 28 of the Company's 1993 Annual Report To Shareholders, and the information contained under the heading "Quarterly Financial Information (unaudited)" on page 30 of such Annual Report are incorporated herein by reference.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Incorporated herein by reference is the information set forth under the captions "Election of Directors," on page 4 and "Committees of the Board of Directors and Compensation of Directors" on page 5 and "Compliance with Section 16(a) of the Securities Exchange Act of 1934" on page 12 of the Company's definitive Proxy Statement to be used in connection with the 1994 Annual Meeting of Shareholders. See Part I, Item 1 of this report for information regarding the executive officers of the Company.
Item 11.
Item 11. Executive Compensation.
Incorporated herein by reference is the information set forth under the captions "Compensation of Executive Officers" on page 6 of the Company's definitive Proxy Statement to be used in connection with the 1994 Annual Meeting of Shareholders.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Incorporated herein by reference is the information set forth under the captions "Voting Securities And Principal Holders Thereof" on page 1 and "Security Ownership of Management" on page 3 of the Company's definitive Proxy Statement to be used in connection with the 1994 Annual Meeting of Shareholders.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Incorporated herein by reference is the information set forth under the captions "Transactions With Certain Related Persons" and "Compensation Committee Interlocks and Insider Participation" on page 12 of the Company's definitive Proxy Statement to be used in connection with the 1994 Annual Meeting of Shareholders.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) List of Documents Included In This Report.
1. Financial Statements.
The following financial statements are incorporated into this report by reference to the Company's 1993 Annual Report To Shareholders:
(i) Independent Auditor's Report
(ii) Consolidated Statement of Income for each of the three fiscal years in the period ended December 26, 1993
(iii) Consolidated Statement of Financial Position at December 26, 1993 and December 27, 1992
(iv) Consolidated Statement of Shareholders' Equity for each of the three fiscal years in the period ended December 26, 1993
(v) Consolidated Statement of Cash Flows for each of the three fiscal years in the period ended December 26, 1993
(vi) Notes to Consolidated Financial Statements
2. Supplementary Data and Financial Statement Schedules.
(i) Incorporated herein by reference is the information set forth under the caption "Quarterly Financial Information (Unaudited)" appearing on page 30 of the Company's 1993 Annual Report To Shareholders
(ii) The following financial statement schedules and report with respect thereto are filed as a part of this Report:
Page in this filing
Independent Auditor's Report on Financial Statement Schedules 18
Schedule V Property, Plant and Equipment 19
Schedule VI Accumulated Depreciation and Amortization of Property, Plant and Equipment 20
Schedule VIII Valuation Accounts 21
Schedule X Supplementary Income Statement Information 22
Schedules other than those referred to above have been omitted because they are not required or because the information is included elsewhere in the Consolidated Financial Statements of the Company.
3. Exhibits Required by Securities and Exchange Commission Regulation S-K.
(i) The following exhibits are filed as a part of this report:
Exhibit Number Description of Document
13 Portions of the 1993 Annual Report To Shareholders of Central Newspapers, Inc. incorporated by reference into the 1993 Annual Report on Form 10-K
21 Subsidiaries of the Registrant
23 Consent of Geo. S. Olive & Co.
(ii) The following exhibits are incorporated herein by reference to documents previously filed with the Securities and Exchange Commission as indicated.
Exhibit Number Description of Document
3.1 Amended and Restated Articles of Incorporation of Central Newspapers, Inc. (Filed August 10, 1989 with Form S- 1 Registration Statement, No. 33-30436)
3.2 Amended and Restated Code of By-Laws of Central Newspapers, Inc. (Filed with Form 10-K for year ended December 29, 1991)
4.1 Form of Certificate for Class A Common Stock (Filed August 10, 1989 with Form S-1 Registration Statement, No. 33- 30436)
4.2 Indenture between Indianapolis Newspapers, Inc. and the Indiana Trust Company, as trustee, dated as of December 1, 1948 (Filed August 10, 1989 with Form S-1 Registration Statement, No. 33-30436)
10.1 Indenture creating the Eugene C. Pulliam Trust, dated as of December 9, 1965, as amended (Filed August 10, 1989 with Form S-1 Registration Statement, No. 33- 30436)
10.2 Newsprint Purchase Agreement between Ponderay Newsprint Company and Phoenix Newspapers, Inc., dated as of November 18, 1987 (Filed August 10, 1989 with Form S-1 Registration Statement, No. 33-30436)
*10.3 Amended and Restated Central Newspapers, Inc. Stock Option Plan (Filed with Form 10-K for year ended December 27, 1992)
*10.4 The Phoenix Newspapers, Inc. Nonqualified Supplemental Retirement Plan (Filed with Form 10-K for year ended December 30, 1990)
10.5 Ponderay Newsprint Company Partnership Agreement between Lake Superior Forest Products Inc. and Central Newsprint Company, Inc. dated as of September 12, 1985 (Filed August 10, 1989 with Form S- 1 Registration Statement, No. 33-30436)
10.6 Amendment to Ponderay Newsprint Company Partnership Agreement between Lake Superior Forest Products Inc., Central Newsprint Company, Inc., Bradley Paper Company, Copley Northwest, Inc., Puller Paper Company, Newsprint Ventures, Inc., Wingate Paper Company, Tribune Newsprint Company and Nimitz Paper Company, dated as of June 30, 1987 (Filed August 10, 1989 with Form S-1 Registration Statement, No. 33-30436)
10.7 Guarantee by Central Newspapers, Inc. dated as November 18, 1987 (Filed August 10, 1989 with Form S-1 Registration Statement, No. 33-30436)
*10.8 Termination Benefits Agreement dated as of as of August 1, 1991 between Phoenix Newspapers, Inc. and Louis A. Weil, III (Filed with Form 10-K for year ended December 27, 1992)
*10.9 Phoenix Newspapers, Inc. Management by Objectives Program (Filed with Form 10-K for year ended December 27, 1992)
*10.10 Form of Split-Dollar Life Insurance Agreement for Executive Officers between the Registrant and Malcolm W. Applegate, Wayne D. Wallace and Louis A. Weil, III (Filed with Form 10-K for year ended December 27, 1992)
*10.11 Form of Split-Dollar Life Insurance Agreement for Outside Directors between the Registrant and Kent E. Agness, William A. Franke and Dan Quayle (Filed with Form 10-K for year ended December 27, 1992)
*10.12 Form of Death Benefit Only Insurance Plan Agreement between the Registrant and Frank E. Russell, Eugene S. Pulliam and James C. Quayle (Filed with Form 10- K for year ended December 27, 1992)
* Represents a contract, plan or arrangement providing for executive officer or director benefits.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the fourth quarter of 1993.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Indianapolis, state of Indiana, on this 16th day of March, 1994.
CENTRAL NEWSPAPERS, INC.
By: /s/ Frank E. Russell -------------------------------- Frank E. Russell, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated on this 16th day of March, 1994.
Signature Title
(1) Principal Executive Officer
President, Chief /s/ Frank E. Russell Executive Officer --------------------------- and a Director Frank E. Russell
(2) Principal Financial and Accounting Officer
/s/ Wayne D. Wallace Treasurer --------------------------- Wayne D. Wallace
(3) A majority of the Board of Directors
/s/ Kent E. Agness Director -------------------------- Kent E. Agness
/s/ Malcolm W. Applegate Director -------------------------- Malcolm W. Applegate
/s/ William A. Franke Director -------------------------- William A. Franke
/s/ Eugene S. Pulliam Director -------------------------- Eugene S. Pulliam
/s/ Dan Quayle Director -------------------------- Dan Quayle
/s/ James C. Quayle Director -------------------------- James C. Quayle
/s/ Louis A. Weil, III Director -------------------------- Louis A. Weil, III
INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENT SCHEDULES
Board of Directors and Shareholders Central Newspapers, Inc.
We have audited the consolidated statement of financial position of Central Newspapers, Inc. and Subsidiaries as of December 26, 1993 and December 27, 1992, and the related consolidated statements of income, shareholders' equity and cash flows for each of the three fiscal years in the period ended December 26, 1993, and have issued our report dated February 18, 1994. Such financial statements and reports are included in the 1993 Annual Report To Shareholders and are incorporated herein by reference.
Our audits also included the financial statement schedules listed under Item 14 (a)(2)(ii). These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these schedules based on our audits. In our opinion, such financial statement schedules are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Geo. S. Olive & Co. - ------------------------- GEO. S. OLIVE & CO.
Indianapolis, Indiana February 18, 1994
Schedule X CENTRAL NEWSPAPERS,INC. AND SUBSIDIARIES Supplementary Income Statement Information
Column A Column B
Amounts Charged to Costs and Expenses
Fiscal Years Ended
52 Weeks 52 Weeks 52 Weeks December 29 December 27 December 26 Description 1991 1992 1993
Maintenance $ 3,834,721 $ 4,689,386 $ 5,128,116
Advertising Costs $ 4,725,153 $ 6,166,394 $ 5,913,739
Sales Taxes $ 3,669,552 $ 4,363,303 $ 5,193,813
Property Taxes $ 3,233,614 $ 5,889,001 $ 6,682,564