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 89.9%-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 and weekly 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-five 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 25, 1994, approximately 83% 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 31% of Sunday newspaper sales and approximately 16% 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 8,379, 9,599 and 10,340 for 1992, 1993 and 1994.
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 1994, the seasonal variation in combined daily circulation and Sunday circulation was approximately 94,000 each. The fol- lowing table shows the average paid circulation for The Arizona Republic and The Phoenix Gazette for the last three fiscal years. The figures for 1992 and 1993 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 1994 are based upon the records of the Company because, as of the date of this report, the ABC annual report for 1994 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. 27 Dec. 26 Dec. 25 Fiscal Years Ended 1992 1993 1994
The Arizona Republic (Sunday) 560,850 573,497 591,086 The Arizona Republic (Daily) 360,148 365,544 379,895 The Phoenix Gazette (Daily) 86,126 81,118 77,951
Net Circulation Revenue (in thousands) $70,621 $74,368 $77,537
Effective June 1994, the home delivery pricing structure for seven day subscriptions is based on length of subscription. The home-delivered price for The Arizona Republic (seven days) in the Phoenix MSA ranges from $2.90 per week for a fifty-two week subscription to $3.15 per week for an eight week subscription and a four week bank withdrawal option of $3.00 per week. The home-delivered price for The Phoenix Gazette (seven days) in the Phoenix MSA, which includes six evenings and one Sunday paper, ranges from $2.65 per week for a fifty-two week subscription to $2.90 per week for an eight week sub- scription and a four week bank withdrawal option of $2.75 per week. The home- delivered price for The Arizona Republic (six days) is $1.80 per week for all subscription terms. The home-delivered price for The Phoenix Gazette (six days) is $1.50 per week for all subscription terms. A weekend package comprising the Sunday paper and the Friday and Saturday edition of either the morning or evening paper is offered at $2.15 per week, which includes a $.15 increase during June 1994. During January 1993, the single copy price of the morning paper increased by $.15 to $.50. The single copy price of the after- noon paper is $.35. The single copy price of the Sunday paper is $1.50, including a $.25 increase in January 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 "preprinted," 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 preprinted advertisements in recent years. Because preprinted advertisements are furnished by the advertisers and can be distributed by alternate means, revenues and profits from preprinted advertisements are generally lower than would be derived if an advertiser had chosen to use run of paper advertise- ments. 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. 27 Dec. 26 Dec. 25 Fiscal Years Ended 1992 1993 1994
Advertising Linage--Run of Paper (in thousands of six- column inches): Full run 3,371 3,562 4,014 Part run 2,024 2,239 2,350 Weekly 324 278 269
Net Advertising Revenue (in thousands) $203,267 $218,092 $248,528
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 forty 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. 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 of INI. On September 12, 1994, the Company purchased 3,591 shares of Class A Common Stock of INI which increased the Company ownership of Class A Common Stock to 66.4% from 4.1%. The Company now owns 89.9% of the voting power and equity and has the right to elect INI's Board of Directors. Prior to this purchase, the Company owned 71.2% of the voting power and equity of INI. The remaining 10.1% 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 primary newspapers published by INI are The Indianapolis Star (mornings and Sunday) and The Indianapolis News (evenings).
Circulation
As of December 25, 1994, approximately 80% of the daily and 81% of the Sunday circulation of The Indianapolis Star and 81% 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 1992 and 1993 are based upon annual reports issued by ABC and include circulation outside the Indianapolis MSA. The figures for 1994 are based upon records of the Company because, as of the date of this report, the ABC annual report for 1994 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. 27 Dec. 26 Dec. 25 Fiscal Years Ended 1992 1993 1994
The Indianapolis Star (Sunday) 413,630 411,260 404,468 The Indianapolis Star (Daily) 229,842 231,150 229,811 The Indianapolis News (Daily) 96,540 93,256 87,435
Net Circulation Revenue (in thousands) $36,979 $38,523 $38,886
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 home- delivered price of the Sunday newspaper is $1.50, which includes a $.25 price increase during May 1993. 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 "preprinted," 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 preprinted 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. 27 Dec. 26 Dec. 25 Fiscal Years Ended 1992 1993 1994
Advertising Linage--Run of Paper (in thousands of six- column inches): Full run 2,425 2,458 2,716 Part run 22 62 125
Net Advertising Revenue (in thousands) $106,056 $114,004 $131,288
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 the period 1988 through 1992 at a cost of $57.7 million.
During 1994, INI began construction of a satellite production facility to process the preprinted sections of the newspapers. The facility is estimated to cost $20 million and be completed by the end of 1995.
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 25, 1994, the average paid circulation of The Muncie Star was 29,470 daily, and 36,339 Sunday and the average paid circulation of The Muncie Evening Press was 12,733 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 25, 1994, the average paid circulation of the Vincennes Sun-Commercial was 13,748 daily (five days) and 15,758 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 25, 1994, the average paid circulation of The Daily Ledger was 9,850 (six days) and the combined weekly circulation was 90,159.
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 161,000 metric tons of newsprint in fiscal year 1994 and estimates that consumption will increase slightly in fiscal year 1995. 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, 1995, the Company had approximately 5,030 employees (including 1,350 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, 1995, the executive officers of the Company and their ages are as follows:
Name Age Positions
Malcolm W. Applegate 59 Director; President and General Manager of INI
Eugene S. Pulliam 80 Director and Executive Vice President; President of PNI; Publisher of The Indianapolis Star and The Indianapolis News
Frank E. Russell 74 Director; President and Chief Executive Officer
Louis A. Weil, III 53 Director; Executive Vice President of PNI; Publisher and Chief Executive Officer of The Arizona Republic and The Phoenix Gazette
Wayne D. Wallace 48 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. Mr. Pulliam is a brother-in-law of James C. Quayle and the uncle of Dan Quayle, both of whom are directors of the Company.
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 and Chief Executive Officer 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 ten 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 1994 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 44,880 Mesa, Arizona 151,451 --- Indianapolis, Indiana 474,152 168,890 Muncie, Indiana 67,658 --- Vincennes, Indiana 19,350 --- Noblesville, Indiana 7,500 5,412 Carmel, Indiana 13,460 ---
The Company believes that its current and planned facilities are adequate to meet the present 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 25, 1994 through the solicitation of proxies and 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 1994 Annual Report to Shareholders is incorporated herein by reference.
Item 6.
Item 6. Selected Financial Data.
The information set forth under the caption "Ten-Year Financial Highlights" on page 28 of the Company's 1994 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 1994 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. LLC dated February 24, 1995, appearing on pages 14 through 27 of the Company's 1994 Annual Report to Share- holders, and the information contained under the heading "Quarterly Financial Information (unaudited)" on page 30 of such Annual Report to Shareholders 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 16 of the Company's definitive Proxy Statement to be used in connection with the 1995 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 1995 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 1995 Annual Meeting of Share- holders.
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" on page 16 and "Compen- sation Committee Interlocks and Insider Participation" on page 13 of the Company's definitive Proxy Statement to be used in connection with the 1995 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 1994 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 25, 1994
(iii) Consolidated Statement of Financial Position at December 25, 1994 and December 26, 1993
(iv) Consolidated Statement of Shareholders' Equity for each of the three fiscal years in the period ended December 25, 1994
(v) Consolidated Statement of Cash Flows for each of the three fiscal years in the period ended December 25, 1994
(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 1994 Annual Report to Shareholders
(ii) The following financial statement schedule and report with respect thereto are filed as a part of this Report:
Page in this filing
Independent Auditor's Report 16
Schedule II Valuation Accounts 17
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
*10.13 Central Newspapers, Inc. Unfunded Supplemental Retirement Plan
*10.14 Central Newspapers, Inc. Non-Qualified Savings Plan, as amended
*10.15 Central Newspapers, Inc. Director's and Officer's Charitable Award Program
13 Portions of the 1994 Annual Report to Shareholders of Central Newspapers, Inc. incorporated by reference into the 1994 Annual Report on Form 10-K
23 Consent of Geo. S. Olive & Co. LLC
27 Financial Data Schedule
* Represents a contract, plan or arrangement providing for executive officer or director benefits.
(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. Non-Qualified 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)
* Represents a contract, plan or arrangement providing for executive officer or director benefits.
*10.8 Termination Benefits Agreement dated 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)
21 Subsidiaries of the Registrant (Filed with Form 10-K for year ended December 26, 1993)
* 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 1994.
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 21st day of March, 1995.
CENTRAL NEWSPAPERS, INC.
By: /s/ 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 21st day of March, 1995.
Signature Title
(1) Principal Executive Officer
/s/ Frank E. Russell President, Chief Executive ---------------------------- Officer and 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 SCHEDULE
Board of Directors and Shareholders Central Newspapers, Inc.
We have audited the consolidated financial statements of Central Newspapers, Inc. and Subsidiaries at December 25, 1994 and December 26, 1993 and for each of the three fiscal years in the period ended December 25, 1994 and have issued our report dated February 24, 1995. Such financial statements and reports are included in the 1994 Annual Report to Shareholders and are incorporated herein by reference.
Our audits also included the financial statement schedule listed under Item 14 (a)(2)(ii). The financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion based on our audits. In our opinion, the financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information included in the schedule.
GEO. S. OLIVE & CO. LLC
Indianapolis, Indiana February 24, 1995