<PAGE>   1
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 10, 1998.
 
                                                       REGISTRATION NO. 333-[  ]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                            CENTRAL NEWSPAPERS, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
 
<TABLE>
<S>                              <C>                              <C>
            INDIANA                            2711                          35-0220660
(STATE OR OTHER JURISDICTION OF    (PRIMARY STANDARD INDUSTRIAL   (I.R.S. EMPLOYER IDENTIFICATION
 INCORPORATION OR ORGANIZATION)    CLASSIFICATION CODE NUMBER)                  NO.)
</TABLE>
 
                           -------------------------
 
               200 EAST VAN BUREN STREET, PHOENIX, ARIZONA 85004
                                  602-444-1122
              (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
       INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
 
                              ERIC S. TOOKER, ESQ.
                        VICE PRESIDENT, GENERAL COUNSEL
                            AND CORPORATE SECRETARY
                            CENTRAL NEWSPAPERS, INC.
                           200 EAST VAN BUREN STREET
                             PHOENIX, ARIZONA 85004
                                  602-444-1100
           (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
                   INCLUDING AREA CODE, OF AGENT FOR SERVICE)
                            ------------------------
 
                        COPIES OF ALL COMMUNICATIONS TO:
 
<TABLE>
<S>                                                   <C>
                O. WAYNE DAVIS, ESQ.                              WINTHROP B. CONRAD, JR., ESQ.
          HENDERSON, DAILY, WITHROW & DEVOE                           DAVIS POLK & WARDWELL
               2600 ONE INDIANA SQUARE                                450 LEXINGTON AVENUE
             INDIANAPOLIS, INDIANA 46204                            NEW YORK, NEW YORK 10017
               TELEPHONE: 317-639-4121                               TELEPHONE: 212-450-4590
</TABLE>
 
                           -------------------------
 
          APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
  As soon as practicable after this Registration Statement becomes effective.
 
    If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
                                                                              PROPOSED          PROPOSED
                                                           AMOUNT             MAXIMUM           MAXIMUM
         TITLE OF EACH CLASS OF SECURITIES                  TO BE          OFFERING PRICE      AGGREGATE           AMOUNT OF
                 TO BE REGISTERED                       REGISTERED(1)       PER SHARE(2)     OFFERING PRICE    REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                  <C>               <C>               <C>
Class A Common Stock (without par value)...........     1,336,850 shares       $68.25         $91,240,013           $25,365
---------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Includes shares subject to the underwriters' over allotment option.
 
(2) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457(c). Based on the average of the high and low prices
    reported on the New York Stock Exchange Composite Tape on November 6, 1998.
                            ------------------------
 
        THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2
 
THE INFORMATION IN THE PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT
SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
               Subject to Completion. Dated November [  ], 1998.
 
                                1,162,478 Shares
 
                                     [LOGO]
 
                            CENTRAL NEWSPAPERS, INC.
 
                              Class A Common Stock
 
                           -------------------------
 
     All of the shares of Common Stock in the offering are being sold by the
Selling Shareholder identified in this prospectus. Central Newspapers, Inc. will
not receive any of the proceeds from the sale of the shares being sold by the
Selling Shareholder.
 
     The Class A Common Stock is listed on the New York Stock Exchange under the
symbol "ECP." The last reported sale price of the Class A Common Stock was
$     per share.
 
     See "Risk Factors" on page 9 to read about certain factors you should
consider before buying shares of the Class A Common Stock.
 
                           -------------------------
 
     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
 
                           -------------------------
 
<TABLE>
<CAPTION>
                                                                   Per
                                                                  Share       Total
                                                                ---------    --------
<S>                                                             <C>          <C>
Public offering price.......................................    $            $
Underwriting discount.......................................    $            $
Proceeds, before expenses, to the Selling Shareholder.......    $            $
</TABLE>
 
     The underwriters may, under certain circumstances, purchase up to an
additional 174,372 shares from the Selling Shareholder at the public offering
price less the underwriting discount.
 
     The underwriters are severally underwriting the shares being offered. The
underwriters expect to deliver the shares against payment in New York, New York
on             , 1998.
 
GOLDMAN, SACHS & CO.                                DONALDSON, LUFKIN & JENRETTE
 
                           -------------------------
 
                      Prospectus dated             , 1998.
<PAGE>   3
 
             COMPANIES AND PUBLICATIONS OF CENTRAL NEWSPAPERS, INC.
 
ALEXANDRIA NEWSPAPERS, INC.
Alexandria Daily Town Talk
McCormick Graphics and PressWorks
Internet address: http://www.thetowntalk.com
 
CAREER SERVICES, INC.
Westech ExpoCorp.
JobsAmerica
High Technology Careers Magazine
Internet address:
http://www.vjf.com
 
CENTRAL NEWSPAPERS, INC.
Internet address: http://www.centralnews.com
 
HOMEBUYER'S FAIR, INC.
Internet address: http://www.homefair.com and http://www.theschoolreport.com
 
MUNCIE NEWSPAPERS, INC.
The Muncie Star Press
The Advertiser Group
Internet address: http//www.thestarpress.com
 
PHOENIX NEWSPAPERS, INC.
The Arizona Republic
The Arizona Business Gazette
Internet address: http://www.azcentral.com
 
TOPICS NEWSPAPERS, INC.
The Daily Ledger
15 Community Weeklies
 
VINCENNES NEWSPAPERS, INC.
The Vincennes Sun-Commercial
 
                       INDIANAPOLIS NEWSPAPERS, INC.
                       The Indianapolis Star
                       The Indianapolis News
                       Internet address: http//www.starnews.com
 
                                        2
<PAGE>   4
 
                             AVAILABLE INFORMATION
 
     We file annual, quarterly, and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
These reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following Regional Offices of the Commission: New York Regional Office, 7 World
Trade Center, Suite 1300, New York, New York 10048 and Chicago Regional Office,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained at prescribed rates from the Public Reference Section
of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549. In addition, the Commission maintains a Website on the Internet
(http://www.sec.gov) that contains these reports, proxy statements and other
information. These reports, proxy statements and other information are also
available for inspection and copying at the offices of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005, on which the Class A
Common Stock is listed.
 
     We have filed with the Commission a Registration Statement on Form S-3 (of
which this Prospectus is a part) under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the shares of Class A Common Stock
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement, certain parts of which are omitted in accordance
with the rules and regulations of the Commission. Statements contained in this
Prospectus as to the contents of any contract or any other document are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit or schedule to the Registration
Statement, each such statement being qualified in all respects by such reference
and the exhibits and schedules thereto. For further information with respect to
Central Newspapers, Inc. and the Class A Common Stock, you should read the
Registration Statement, including the exhibits filed as a part thereof. The
Registration Statement and the exhibits thereto may be inspected without charge
at the office of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549
and copies thereof may be obtained from the Commission at prescribed rates.
 
                                        3
<PAGE>   5
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
 
     The following documents which we have previously filed (File No. 1-10333)
with the Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act") are incorporated herein by reference and made a part
hereof:
 
    1. Our Annual Report on Form 10-K for the fiscal year ended December 28,
    1997, which incorporates by reference certain portions of (a) our 1997
    Annual Report to Shareholders and (b) our proxy statement for the 1998
    Annual Meeting of Shareholders;
 
    2. Our Quarterly Report on Form 10-Q dated May 1, 1998;
 
    3. Our Quarterly Report on Form 10-Q dated August 4,1998;
 
    4. Our Quarterly Report on Form 10-Q dated November 5, 1998; and
 
    5. The Description of Capital Stock contained in our Registration Statement
    on Form 10 filed September 13, 1989.
 
     All documents we file with the Commission pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the termination of the offering of the shares will be deemed to be incorporated
by reference herein and to be part hereof from the date of filing of such
documents. In the case of a conflict, statements in documents most recently
filed with the Commission should be relied upon.
 
     We will provide to you, without charge, a copy of the documents which have
been or may be incorporated herein by reference (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents). Oral or written requests for such copies should be directed to
Central Newspapers, Inc., 200 East Van Buren Street, Phoenix, Arizona 85004,
Attention: Chief Financial Officer (telephone 602-444-1100).
 
                                        4
<PAGE>   6
 
                               PROSPECTUS SUMMARY
 
     The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements appearing elsewhere, or
incorporated by reference, in this prospectus. In this prospectus, the
"Company," "we," "us" and "our" refer to Central Newspapers, Inc. and its
consolidated subsidiaries.
 
                                  THE COMPANY
 
     We publish the only major daily newspapers in the greater Phoenix
metropolitan area and central Indiana. Our flagship newspapers are The Arizona
Republic in Phoenix and The Indianapolis Star in Indianapolis. These newspapers
have been published for over a century. The average daily circulation levels
were 460,406 for The Arizona Republic and 228,421 for The Indianapolis Star for
the fiscal year ended December 28, 1997. According to circulation statistics
compiled by the Newspaper Association of America, The Arizona Republic has been
one of the fastest growing major daily morning newspapers in the country over
the last three years. Circulation penetration at December 31, 1997 for The
Arizona Republic was approximately 41% daily and 52% Sunday and for the
Indianapolis newspapers was approximately 42% daily and 60% Sunday, according to
the Audit Bureau of Circulation ("ABC"), ranking them among the highest in the
industry. Our control of the only major daily newspapers in each of our key
markets is of critical importance in attracting and maintaining advertising,
which is our principal source of revenue. Moreover, we generate in excess of 80%
of our circulation from subscriptions, thereby adding relative stability to our
revenue base.
 
     We have benefited from the continuing economic growth and development of
our key markets. With 2.9 million residents in the greater Phoenix metropolitan
area, Phoenix is the nation's seventh largest city. In the greater Phoenix
metropolitan area, growth across several diverse economic sectors, from
manufacturing and construction to trade and services, has outpaced the national
average over the past three years. Phoenix led the nation in job growth for
1997, and its 1997 average annual unemployment rate of 2.9% was below the
national unemployment rate of 4.9%. Its manufacturing base, a substantial
portion of which comes from high technology, is projected by the Greater Phoenix
Economic Council to grow faster than the national rate. The greater Indianapolis
metropolitan area, with 1.5 million residents, has also experienced solid
economic and population growth, and its 1997 average annual unemployment rate of
2.8% was well below the national average. Its economy is anchored by a large and
diverse industrial base, including such major corporations as Eli Lilly and
Company, Conseco, Inc., and Dow AgroSciences. Large downtown development
projects such as the Convention Center, the RCA Dome and Circle Centre, a large
retail shopping center, have also bolstered the regional economy.
 
     We also own and operate several smaller newspapers in central Indiana and
central Louisiana. These include The Indianapolis News, a daily afternoon
newspaper (with an average daily circulation of 41,165), the Alexandria Daily
Town Talk, serving Rapides Parish, Louisiana and its outlying areas (average
circulation of 38,155 daily and 43,823 Sunday), The Star Press (mornings and
Sundays) in Muncie, Indiana (average circulation of 36,558 daily and 40,690
Sunday), The Vincennes Sun-Commercial, a daily newspaper in Vincennes, Indiana
(average circulation of 13,281 daily and 15,617 Sunday), as well as The Daily
Ledger, a daily newspaper (with an average daily circulation of 11,273) and
fourteen controlled circulation (home-delivered and free to readers)
 
                                        5
<PAGE>   7
 
newspapers (with an average weekly circulation of 110,485) serving the northern
suburbs of Indianapolis, the fastest growing area of metropolitan Indianapolis.
 
     We own an 80% interest in the Santa Clara, California-based Westech
companies, which consist of Westech ExpoCorp., an organizer of job fairs for the
high tech industry; High Technology Careers, publisher of High Technology
Careers Magazine and Virtual Job Fair (http://www.vjf.com), an internet-based
resume posting and research service; and JobsAmerica, an organizer of job fairs
for service industry positions. We also own an 89% interest in Homebuyer's Fair,
Inc., which provides internet services and information for people who are moving
and corporations that are relocating their employees, a commercial printer and a
minority interest in a newsprint mill in the State of Washington.
 
     We have consistently grown our revenues, EBITDA (as defined in "Selected
Consolidated Financial Data") and net income over the last five years. For the
five fiscal years ended December 28, 1997, we recorded compound annual growth in
revenues and EBITDA of 10.6% and 20.2%. For the fiscal year ended December 28,
1997, we generated revenues of $716.1 million, EBITDA of $193.1 million and net
income of $81.5 million. In 1997, we derived 76% of our revenue from
advertising, 20% from circulation, and 4% from other sources. Our EBITDA as a
percentage of revenues ("EBITDA margin") was 27% for this period, representing
the fifth year of improving EBITDA margin out of the last six years. Key drivers
of our financial success include the expansion of advertising and circulation
revenue in our existing markets, the implementation of certain cost-cutting
measures, the repurchase of our common stock, and the development of product
line extensions to meet the information needs of the markets we serve.
 
     We seek to maintain our position as both the primary source of news and
information for our readers, as well as the most effective way for advertisers
to reach their target markets. To this end, we manage our newspapers with a
commitment to the highest standards of product quality and journalistic
excellence. For example, The Arizona Republic was the first major daily
newspaper in the country to have its pages fully composed by computer
generation, enabling us to deliver higher quality products. Since 1990, our
newspapers have won Pulitzer prizes for investigative reporting and political
cartooning, as well as numerous other awards from industry organizations such as
the American Association of Sunday and Feature Editors, the Society for
Newspaper Design and the National Press Photographers' Association, among
others.
 
     Our financial objective is to continue to build value for our shareholders
by focusing on the strengths inherent in our current markets while selectively
pursuing acquisitions. The principal elements of our strategy are as follows:
 
     - ENHANCE ADVERTISING AND CIRCULATION REVENUE BASE.  Controlling the only
       major daily newspapers in our key markets affords us a competitive
       advantage in attracting and maintaining advertising, especially compared
       to other advertising vehicles such as radio and television broadcasting
       stations, each of which individually reach a significantly smaller
       audience. We continue to expand our advertising revenue base by
       developing long-term relationships with key advertising accounts and
       promoting cross-selling opportunities. We also recently reorganized the
       sales and marketing departments at both The Arizona Republic and The
       Indianapolis Star, incorporating more sales-based incentives into the
       compensation structure, which we believe will produce greater advertising
       revenue.
 
                                        6
<PAGE>   8
 
       Our daily home-delivered subscription base represents more than 85% of
       total circulation, exceeding the industry average of approximately 74%.
       This large subscription base adds to the stability of our revenues, and
       we continue to emphasize and improve the quality of daily home delivery.
 
     - CONTINUE TO ACHIEVE COST EFFICIENCIES.  We have recently identified
       several areas for more efficient cost management and have begun to pursue
       these opportunities. Recent initiatives include the January 1997 closing
       of The Phoenix Gazette, the afternoon newspaper in Phoenix, the
       consolidation of The Muncie Star and the Muncie Evening Press into The
       Star Press in May 1996, the implementation of client server computer
       systems in Phoenix and Indianapolis and the consolidation of the
       editorial function in Indianapolis. We continue to pursue opportunities
       like these, with a particular focus on increasing production automation,
       improving distribution and enhancing workforce productivity.
 
     - SELECTIVELY PURSUE BRAND-ENHANCING ACQUISITIONS AND NEW PRODUCT
       DEVELOPMENTS.  We pursue acquisitions where we believe we can add or
       derive significant value from our operating expertise or line extension
       opportunities. Recent acquisitions include the purchase of the Alexandria
       Daily Town Talk newspaper in March 1996, the purchase of Westech in
       February 1997, and the purchase of Homebuyer's Fair in October 1997.
       Additional product developments include the development of web sites for
       our major newspapers.
 
     Our corporate headquarters' address is 200 East Van Buren Street, Phoenix,
Arizona 85004 and our telephone number is (602) 444-1100.
 
                              SELLING SHAREHOLDER
 
     The Nina Mason-Pulliam Charitable Trust indirectly acquired 5,073,600
shares of Class A Common Stock and 3,732,500 shares of Class B Common Stock from
the estate of Nina Mason Pulliam, the widow of our founder. On October 23, 1998,
we purchased 2,500,000 shares of Class A Common Stock from the Charitable Trust
for $60 per share, and we have an agreement with the Trust which provides that:
 
     - We have the right to purchase up to an additional 1,500,000 shares of
       Class A Common Stock from the Charitable Trust for $67 per share until
       the earlier of (i) September 21, 1999 or (ii) five business days after
       the stock price averages $67 per share for five consecutive days.
 
     - We will register up to 1,336,850 shares of Class A Common Stock for sale
       by the Charitable Trust under the federal securities laws. The offering
       made by this prospectus is pursuant to this provision.
 
     - Whether or not we exercise our option, the Charitable Trust will not
       otherwise sell any shares of Class A Common Stock before September 21,
       1999.
 
     See "Selling Shareholder."
 
                                        7
<PAGE>   9
 
                                  THE OFFERING
 
     The following information assumes that the underwriters do not exercise the
option granted by the selling shareholder to purchase additional shares in the
offering. See "Underwriting."
 
<TABLE>
<S>                                         <C>
Class A Common Stock offered by the
  Selling Shareholder.....................  1,162,478
Class A Common Stock outstanding after the
  offering................................  18,707,924
Class B Common Stock outstanding after the
  offering................................  31,345,500
New York Stock Exchange symbol............  ECP
Use of proceeds...........................  We will not receive any of the
                                            proceeds from this offering.
</TABLE>
 
                                        8
<PAGE>   10
 
                                  RISK FACTORS
 
     You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are not the
only ones facing our company. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also impair our business
operations.
 
     If any of the following risks actually occur, our business, financial
condition or results of operations could be materially affected. As a result,
the trading price of our Class A Common Stock could decline, and you may lose
all or part of your investment.
 
     This prospectus also contains forward-looking statements that involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of certain factors,
including the risks faced by us described below and elsewhere in this
prospectus.
 
                         NEWSPAPER INDUSTRY COMPETITION
 
     Our principal line of business is newspaper publishing. We derive our
revenues primarily from advertising and newspaper sales in two principal
metropolitan markets -- Phoenix, Arizona and Indianapolis, Indiana. Generally,
the newspaper industry competition for advertising expenditures and paid
circulation comes from regional and national newspapers, television, radio,
direct mail, on-line services and other forms of communication and advertising
media. Competition for newspaper advertising expenditures is based largely upon
advertiser results, readership, advertising rates, demographics and circulation
levels. Competition for circulation and readership is based largely upon the
content of the newspaper, its price and the effectiveness of its distribution.
The extent and nature of both forms of competition are, in large part,
determined by the location and demographics of the market and the number of
media alternatives in those markets. Our control of the only major daily
newspapers in each of our key markets is of critical importance in attracting
and maintaining advertising. While most of our daily papers are either the only
dailies, or the leading dailies published in our respective markets, there can
be no assurance that our significant market position will continue. Thus, the
entry of a direct competitor in our daily newspaper markets could adversely
effect our revenues and operating costs.
 
                         DEPENDENCE ON LOCAL ECONOMIES
 
     We publish the only major daily newspaper in each of our key markets of the
greater Phoenix metropolitan area and central Indiana. Our flagship newspapers
are The Arizona Republic in Phoenix and The Indianapolis Star, both of which
have been published for over a century. Presently, we benefit from the economic
growth and development of these key markets.
 
     Our advertising revenues and, to a lesser extent, circulation revenues are
dependent on a variety of factors specific to the communities we serve. These
factors include, among others, the size and demographic characteristics of the
local population, the local economic conditions and local weather conditions. If
any of these factors were to be adversely affected, there could be no assurance
that our financial condition or results of operations would not be adversely
affected.
 
                        FLUCTUATIONS IN NEWSPRINT COSTS
 
     Newsprint is the basic raw material used in our business. We consumed
approximately 179,400 metric tons of newsprint in fiscal year 1997 and our
consumption is estimated to be approximately 190,000 tons in 1998. This increase
is due primarily to linage and circulation gains in 1998. We currently obtain
our newsprint from a number of suppliers, both foreign and domestic, under
long-term contracts.
 
                                        9
<PAGE>   11
 
     Newsprint costs are cyclical and vary widely from period to period. Price
changes are the major factor in these fluctuations. Likewise, our newsprint
costs are affected by our changing volume needs. Our recent volume increase of
3.4% for the first nine month period in 1998 over the comparable 1997 period was
related to increased advertising linage and circulation gains. We anticipate
that newsprint expense comparisons will continue to show slight increases during
the last quarter of 1998 due to higher prices and volume increases.
 
     Given the fluctuations in newsprint costs, we cannot predict whether any
increase in costs of newsprint will occur or the amount or timing of any
increase. Significant increases in newsprint costs as well as insufficient
supply could have a material adverse effect on our financial condition or
results of operations.
 
                        FLUCTUATION OF QUARTERLY RESULTS
 
     Generally, newspaper companies tend to follow a distinct and recurring
seasonal revenue pattern. The first quarter of the year (January-March) tends to
be the weakest quarter because advertising volume is then at its lowest level.
The fourth quarter (October-December) tends to be the strongest quarter, as it
includes heavy holiday season advertising. Our business reflects this
seasonality, with our peak revenues and profits generally occurring in the
second and fourth quarter of each year. We expect that seasonal fluctuations in
revenue will continue to affect our results of operations in future periods.
Therefore, results of operations in any period should not be considered
indicative of the results to be expected for any future periods.
 
                            RISKS IN GROWTH STRATEGY
 
     Our strategy is to grow by strengthening our presence in our existing
markets through brand-enhancing acquisitions and new product developments. In
addition, we seek to improve cash flow and our newspaper profitability through
cost efficiencies. Our growth strategy presents risks inherent in assessing the
value, strengths and weaknesses of acquisition opportunities, in evaluating the
costs of new growth opportunities and in expanding into new products and
improving our operating efficiency. We are unable to predict the number or
timing of future acquisition opportunities, or whether any such opportunities
will meet our acquisition criteria. Moreover, if such acquisitions occur, we are
unable to predict whether they will be a success.
 
     Likewise, our growth strategy also depends on our ability to achieve cost
efficiencies through increasing production automation, improving distribution
and enhancing work force productivity. There can be no assurances that we will
be able to successfully implement this strategy in the future.
 
                        DEPENDENCE ON SUBSCRIPTION BASE
 
     We derive a major source of revenue from our sale of newspapers through
subscriptions. Our daily home-delivered subscription base represents more than
85% of our total circulation, which exceeds the newspaper industry average of
approximately 74%. In 1998, circulation revenues for the third quarter and
year-to-date period increased to $36.5 million and $112.4 million, respectively,
for increases of 2.5% and 5.5% when compared to 1997. The year-to-date increase
is primarily due to Phoenix circulation growth and a distribution system change
in Indianapolis that resulted in a revenue increase of $4.3 million for the nine
months ending September 27, 1998. While our large subscription base adds
relative stability to our revenue base and we continue to improve the quality of
daily home delivery, our circulation is still largely dependent on such factors
as our market position, preferences of readers, and the development of new forms
of information dissemination (e.g. Internet). Any decline in circulation due to
such factors could have a material
 
                                       10
<PAGE>   12
 
adverse effect on our financial condition and results of operations.
 
                     CONTROL BY EUGENE C. PULLIAM TRUST AND
                              ANTI-TAKEOVER EFFECT
 
     Although we have two classes of voting common stock, Class A Common Stock
and Class B Common Stock, holders of the Class A Common Stock have one-tenth of
one vote per share, while holders of the Class B Common Stock have one vote per
share on all matters that shareholders are entitled to vote. Presently, a
majority of our voting power is held by the Eugene C. Pulliam Trust, which owns
approximately 73% of our Class B Common Stock and approximately 69% of our
combined voting power. The concentration of voting control by this trust could
affect decisions made on behalf of the Company. This trust has the ability to
elect all of the members of the Board of Directors and thus control the policies
and operations of our businesses. Circumstances may occur in which the interest
of this trust may be in conflict with the interest of the holders of Class A
Common Stock. By its terms, the trust will terminate twenty-one years after the
death of the survivor of the class consisting of the descendants of Eugene C.
Pulliam living at the time of the most recent amendment to the trust in May
1973.
 
     Under the terms of this trust, the trustees are directed not to sell,
exchange, pledge or otherwise dispose of the Class B Common Stock held by the
trust or approve any reorganization or recapitalization, including mergers and
consolidations if, as a result, the property held by the trust would consist of
a smaller proportion of our voting power or of any corporation into which we
were merged or consolidated, than its proportion of the voting power at the time
of the execution of the trust (54%). These provisions prohibit this trust from
selling, exchanging, pledging (or otherwise disposing of its stock), or
approving any reorganization or recapitalization (including mergers and
consolidations) that would dilute the trust's voting power and thus may make it
more difficult for a third party to acquire a majority of our outstanding
capital stock. Likewise, certain provisions of Indiana law applicable to us
could also delay, deter or prevent a merger, tender offer, or other takeover
attempts.
 
                         POTENTIAL LITIGATION EXPOSURE
 
     We are from time to time named as a defendant in litigation in which the
plaintiffs claim significant damages. Our insurance may not be sufficient to
prevent an adverse judgment from having a material adverse effect on our
financial condition or results of operations.
 
                          DEPENDENCE ON KEY PERSONNEL
 
     We rely, and will continue to rely, on skilled managers, editors,
publishers, journalists, and other key personnel, including our present
officers. Although we believe we are able to attract and retain talented
personnel, and replace key personnel should that need arise, the inability to
attract, retain, or replace such personnel could adversely effect our financial
condition and results of operation.
 
                        COLLECTIVE BARGAINING AGREEMENTS
 
     Approximately 40% of our employees are covered by a total of 23 collective
bargaining agreements. Given the large number of collective bargaining
agreements, we are frequently involved in labor negotiations. As of November 5,
1998, we were involved in ongoing negotiations with respect to five different
bargaining agreements, involving approximately 350 employees engaged in various
trades at our facilities. No assurance can be given as to the outcome of these
negotiations or as to the impact of such negotiations or agreements in the
future.
 
                             INTEREST RATE EXPOSURE
 
     On October 23, 1998, we repurchased 2,500,000 shares of Class A Common
Stock from the Nina Mason Pulliam Chari-
 
                                       11
<PAGE>   13
 
table Trust for $150.8 million. Moreover, we have an exclusive option to
purchase up to an additional 1,500,000 shares of the Class A Common Stock from
the Charitable Trust should the stock reach an average trading price of $67 for
five consecutive days. The repurchase was financed with a short-term $150
million bridge loan that is expected to be refinanced with a $300 million
revolving credit facility. The credit facility, which may also be used to
finance the purchase of the 1,500,000 shares in the event the option is
exercised, is expected to close prior to November 15, 1998. This indebtedness
could make our earnings more susceptible to interest rate fluctuations than
before.
 
                        RISK OF YEAR 2000 NONCOMPLIANCE
 
     In 1997 we instituted a program to analyze and evaluate all internal
systems, equipment and operations to ensure their year 2000 compliance. We
completed phase one of this program, discovery and analysis, and expect to
complete phase two, remediation and testing, by the end of the first quarter of
1999. The third phase, compliance accountability, will be ongoing until the year
2000. In addition, we initiated a program to review year 2000 compliance by all
major suppliers in order to determine any exposure to year 2000 issues. While we
do not expect supplier noncompliance to have a material impact on our
businesses, it, and any failure by us or our suppliers to comply, could,
nonetheless, have a material adverse impact on our financial condition and
results of operation.
 
                             ENVIRONMENTAL MATTERS
 
     Our operations are subject to federal, state and local environmental laws
and regulations pertaining to air and water quality, storage tanks and the
management and disposal of waste at our facilities. To the best of our
knowledge, our operations are in material compliance with applicable
environmental laws and regulations as currently interpreted. We cannot predict
with any certainty whether future events, such as changes unknown to us, may
give rise to additional costs that could be material. Furthermore, actions by
federal, state and local governments concerning environmental matters could
result in laws or regulations that could have a material adverse effect on our
financial condition or results of operations.
 
                                       12
<PAGE>   14
 
            PRICE RANGE OF CLASS A COMMON STOCK AND DIVIDEND POLICY
 
     The Class A Common Stock is listed on the New York Stock Exchange under the
symbol "ECP." The Class B Common Stock is not publicly traded. The following
table sets forth the high and low reported sale prices for the Class A Common
Stock for the periods indicated as reported on the New York Stock Exchange
Composite Tape and the dividends declared and subsequently paid with respect to
the Class A Common Stock and the Class B Common Stock for such periods.
 
<TABLE>
<CAPTION>
                                                     CLASS A COMMON
                                                      STOCK PRICE              DIVIDENDS PER SHARE
                                                   ------------------          --------------------
                                                   HIGH           LOW          CLASS A     CLASS B
                                                   ----           ---          --------    --------
<S>                                                <C>            <C>          <C>         <C>
1996
  First quarter..................................  $37 7/8        $30 3/4       $0.17       $0.017
  Second quarter.................................   38 3/8         34 1/8        0.17        0.017
  Third quarter..................................   39 3/8         33 3/8        0.19        0.019
  Fourth quarter.................................   44 1/4         38 1/4        0.19        0.019
                                                                                -----       ------
                                                                                $0.72       $ .072
1997
  First quarter..................................  $50 3/4        $43 3/8       $0.19       $0.019
  Second quarter.................................   71 5/8         47 7/8        0.19        0.019
  Third quarter..................................   76 1/4         65 7/8        0.21        0.021
  Fourth quarter.................................   76 7/8         65 3/8        0.21        0.021
                                                                                -----       ------
                                                                                $0.80       $0.080
1998
  First quarter..................................   74 1/4         62 1/16      $0.21       $0.021
  Second quarter.................................   74 15/16       61 5/8        0.21        0.021
  Third quarter..................................   70 1/8         57            0.24        0.024
  Fourth quarter (through November [  ], 1998)...
</TABLE>
 
     On November [  ], 1998, the reported last sale price for the Class A Common
Stock was $[     ] per share on the New York Stock Exchange. On September 8,
1998, our Board of Directors declared a $0.24 dividend per share of Class A
Common Stock ($0.024 per share with respect to the Class B Common Stock) payable
on October 9, 1998, to holders of record on September 30, 1998.
 
     While future dividends will be subject to the discretion of our Board of
Directors, the Board of Directors currently intends to continue the policy of
paying cash dividends on a quarterly basis. However, future dividends will
depend upon our results of operations, financial condition, capital expenditure
program and other factors, some of which are beyond our control. There can be no
assurance as to whether or when our Board of Directors will change the current
policy regarding dividends.
 
                                USE OF PROCEEDS
 
     All of the shares of Class A Common Stock being offered hereby are being
sold by the Selling Shareholder. We will not receive any proceeds from the
offering.
 
                                       13
<PAGE>   15
 
                                 CAPITALIZATION
 
     The following table sets forth our unaudited capitalization as of September
27, 1998, and as adjusted to reflect our repurchase of 2,500,000 shares of Class
A Common Stock from the Nina Mason Pulliam Charitable Trust. Funding for this
repurchase was from a $150 million bridge loan which is expected to be replaced
before November 15, 1998 by a $300 million revolving credit facility which will
be accounted for as long-term debt.
 
<TABLE>
<CAPTION>
                                                                SEPTEMBER 27, 1998
                                                           -----------------------------
                                                            ACTUAL     AS ADJUSTED(1)(2)
                                                           --------    -----------------
                                                                  (IN THOUSANDS)
<S>                                                        <C>         <C>
Cash and cash equivalents................................  $ 32,049        $ 32,049
                                                           ========        ========
Short-term borrowings....................................  $  5,000        $  5,000
                                                           ========        ========
Long-term debt...........................................        --        $150,000
                                                           --------        --------
Redeemable preferred stock issued by subsidiary..........    18,920          18,920
                                                           --------        --------
Shareholders' equity:
  Preferred Stock, issuable in series:
     Authorized -- 25,000,000 shares
     Issued -- none......................................        --              --
  Class A Common Stock -- without par value:
     Authorized -- 150,000,000 shares
     Issued -- 21,314,058 and 18,814,058 shares..........    36,543          33,143
  Class B Common Stock -- without par value:
     Authorized -- 130,000,000 shares
     Issued -- 31,345,000 shares.........................        63              63
  Retained earnings......................................   343,707         197,107
  Unamortized value of restricted stock..................    (1,419)         (1,419)
  Net unrealized gain on available-for-sale securities...     1,330           1,330
                                                           --------        --------
          Total shareholders' equity.....................   380,224         230,224
                                                           --------        --------
Total capitalization.....................................  $399,144        $399,144
                                                           ========        ========
</TABLE>
 
-------------------------
 
(1) Assumes no repurchase by us of Class A Common Stock pursuant to the trust
    option granted to us to repurchase up to 1,500,000 shares of Class A Common
    Stock from the Charitable Trust. If additional shares of Class A Common
    Stock are repurchased by us, funding is expected to come from a combination
    of cash and borrowings under the revolving credit facility.
 
(2) The adjusted retained earnings figure reflects the stock repurchase from the
    Charitable Trust.
 
                                       14
<PAGE>   16
 
                      SELECTED CONSOLIDATED FINANCIAL DATA
 
     The selected consolidated financial data in the following table (other than
the financial data for the thirty-nine weeks ended September 28, 1997 and
September 27, 1998) for each of the five fiscal years in the period ended
December 28, 1997 have been derived from our consolidated financial statements
which, for the fiscal year ended December 28, 1997, have been audited by
PricewaterhouseCoopers LLP and, with respect to the other fiscal years, have
been audited by Olive LLP (formerly Geo. S. Olive & Co. LLC), independent
auditors. See "Experts." The selected consolidated financial data should be read
in conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the consolidated financial statements and notes
thereto as incorporated by reference herein and the other documents incorporated
herein by reference. The selected consolidated financial data for the
thirty-nine weeks ended September 28, 1997 and September 27, 1998 have been
derived from our unaudited financial statements and include, in the opinion of
the management, all adjustments (consisting only of normal recurring accruals)
necessary to present fairly the financial position and results of operations for
such periods. The results of operations for the thirty-nine weeks ended
September 27, 1998 are not necessarily indicative of the results expected for
the full fiscal year 1998.
 
                                       15
<PAGE>   17
 
<TABLE>
<CAPTION>
                                                     FISCAL YEAR ENDED                                      39 WEEKS ENDED
                          ------------------------------------------------------------------------   -----------------------------
                          DECEMBER 26,   DECEMBER 25,   DECEMBER 31,   DECEMBER 29,   DECEMBER 28,   SEPTEMBER 28,   SEPTEMBER 27,
                              1993           1994         1995(1)          1996           1997           1997            1998
                          ------------   ------------   ------------   ------------   ------------   -------------   -------------
                                                           (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                       <C>            <C>            <C>            <C>            <C>            <C>             <C>
STATEMENT OF OPERATIONS
  DATA:
  Operating revenues:
    Advertising.........    $346,566       $395,450       $446,693       $479,474       $541,311       $395,790        $411,885
    Circulation.........     118,032        121,823        129,537        134,133        143,153        106,545         112,376
    Other...............       1,969          2,429          3,671          6,708         31,673         22,293          30,787
                            --------       --------       --------       --------       --------       --------        --------
                             466,567        519,702        579,901        620,315        716,137        524,628         555,048
                            --------       --------       --------       --------       --------       --------        --------
  Operating expenses:
    Compensation........     199,266        217,078        222,748        228,316        239,783        177,434         181,787
    Newsprint and ink...      68,336         76,247        110,085        113,171        105,467         76,846          84,100
    Other operating
      costs.............     106,042        116,944        129,362        137,875        177,829        128,422         145,622
    Depreciation and
      amortization......      25,810         26,639         28,487         35,528         42,022         32,179          34,613
    Asset impairment
      cost..............                                                    4,226
    Work force reduction
      cost..............       1,491          7,064          3,328          1,340          9,999          9,355              77
                            --------       --------       --------       --------       --------       --------        --------
                             400,945        443,972        494,010        520,456        575,100        424,236         446,199
                            --------       --------       --------       --------       --------       --------        --------
  Operating income......      65,622         75,730         85,891         99,859        141,037        100,392         108,849
    Other income-net....       2,417          4,965          8,154          4,009          2,152          1,751           2,808
                            --------       --------       --------       --------       --------       --------        --------
    Income before income
      taxes.............      68,039         80,695         94,045        103,868        143,189        102,143         111,657
    Provision for income
      taxes.............      27,948         32,847         38,048         42,431         58,797         42,304          46,231
                            --------       --------       --------       --------       --------       --------        --------
    Income before
      minority interest
      and equity in
      Affiliate.........      40,091         47,848         55,997         61,437         84,392         59,839          65,426
    Minority interest in
      subsidiaries......      (3,683)        (2,977)        (1,409)        (1,629)        (2,566)        (1,975)         (1,937)
    Equity in Affiliate,
      net of tax........      (4,280)        (3,550)          (590)         1,726           (331)          (255)            803
    Net income..........    $ 32,128       $ 41,321       $ 53,998       $ 61,534       $ 81,495       $ 57,609          64,292
                            ========       ========       ========       ========       ========       ========        ========
    Net income per
      common share:
      Basic.............    $   1.21       $   1.55       $   2.03       $   2.31       $   3.17       $   2.22        $   2.57
      Diluted...........    $              $              $   2.01       $   2.28       $   3.08       $   2.16        $   2.49
                            ========       ========       ========       ========       ========       ========        ========
    Average common
      shares
      outstanding:
      Basic.............      26,571         26,621         26,651         26,619         25,732         25,918          25,061
      Diluted...........                                    28,869         27,038         26,473         26,635          25,771
</TABLE>
 
                                       16
<PAGE>   18
 
<TABLE>
<CAPTION>
                                                     FISCAL YEAR ENDED                                      39 WEEKS ENDED
                          ------------------------------------------------------------------------   -----------------------------
                          DECEMBER 26,   DECEMBER 25,   DECEMBER 31,   DECEMBER 29,   DECEMBER 28,   SEPTEMBER 28,   SEPTEMBER 27,
                              1993           1994         1995(1)          1996           1997           1997            1998
                          ------------   ------------   ------------   ------------   ------------   -------------   -------------
                                                           (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                       <C>            <C>            <C>            <C>            <C>            <C>             <C>
STATEMENT OF CASH FLOWS
  DATA:
  Net cash provided by
    operating
    activities..........    $ 73,732       $ 41,897       $ 62,283       $122,015       $153,823       $112,168        $113,389
  Net cash used by
    investing
    activities..........     (55,547)       (27,530)       (42,463)       (73,037)       (70,706)       (45,981)        (41,142)
  Net cash used by
    financing
    activities..........     (13,263)       (14,405)       (15,783)       (38,971)       (82,342)       (46,585)        (77,122)
OTHER DATA:
  EBITDA(2).............    $ 92,923       $109,433       $117,706       $140,953       $193,058       $141,926        $143,539
  EBITDA margin.........       19.9%          21.1%          20.3%          22.7%          27.0%          27.1%           25.9%
  Capital
    expenditures........    $ 16,049       $ 23,256       $ 58,676       $ 46,530       $ 25,135       $ 18,144        $ 30,916
  Net cash provided by
    operating
    activities,
    excluding the
    effect of trading
    securities..........      73,732         87,579         79,913         81,344        142,192        110,008         114,967
BALANCE SHEET DATA:
  Cash and cash
    equivalents.........    $ 22,143       $ 22,105       $ 26,142       $ 36,149       $ 36,924       $ 55,751        $ 32,049
  Total Assets..........     464,688        500,444        547,204        586,972        614,311        620,920         618,695
  Working Capital.......     127,999        132,907        137,818         92,323         64,739         60,185          57,304
  Long-term debt........       2,678          2,678          2,678          2,678                         2,678
  Shareholders'
    equity..............     290,693        319,762        358,741        387,550        382,279        368,813         380,224
</TABLE>
 
-------------------------
 
(1) 53-week year.
 
(2) Earnings before non-operating income and interest expense (other
    income-net), taxes, depreciation, amortization and costs associated with
    asset impairments and workforce reductions. We believe that EBITDA is a
    valuable indicator of pre-tax profitability and also is used commonly by the
    financial and investment community to analyze communications and media
    companies. However, EBITDA is not derived pursuant to generally accepted
    accounting principles ("GAAP") and therefore should not be construed as an
    alternative to operating income or as a measure of liquidity. EBITDA as
    defined herein may not be comparable to other similar measurements, as
    entities define these non-GAAP measurements in different ways.
 
                                       17
<PAGE>   19
 
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
                                    GENERAL
 
     Our principal line of business is newspaper publishing. Revenues are
derived primarily from advertising and newspaper sales in the Phoenix, Arizona
and Indianapolis, Indiana metropolitan areas. We also have an 80% interest in
the Westech group of companies, which is predominantly in the jobs fair business
and a 13.5% interest in Ponderay, a partnership formed to own a newsprint mill
in the State of Washington. The following analysis should be read in conjunction
with the fiscal 1997 consolidated financial statements and the accompanying
notes to the consolidated financial statements.
 
     Our business tends to be seasonal, with peak revenues and profits generally
occurring in the second and fourth quarters of each year. The results for 1995,
1996 and 1997 reflect these seasonal patterns. In addition, the 1996 and 1997
fiscal years each included 52 weeks and fiscal year 1995 included 53 weeks.
 
                                 RECENT EVENTS
 
     On October 23, 1998, pursuant to a September 21, 1998 agreement, we
purchased 2,500,000 shares of Class A Common Stock from the Nina Mason Pulliam
Charitable Trust at $60 per share (plus interest from September 16, 1998) for
total consideration of $150.8 million. Moreover, we have an exclusive one year
option to purchase up to an additional 1,500,000 shares of the Class A Common
Stock from the Charitable Trust should the stock reach an average trading price
of $67 for five consecutive days. The 2,500,000 share repurchase was financed
with a short-term $150 million bridge loan from First Chicago Capital Market,
Inc. (a subsidiary of Bank One Corporation) ("First Chicago"). This bridge loan
is expected to be refinanced with a $300 million revolving credit facility,
arranged by First Chicago and syndicated to a group of banks, which will also
allow us to exercise the option should that opportunity arise. This credit
facility is expected to close prior to November 15, 1998.
 
     At our annual meeting of shareholders on May 15, 1998, our shareholders
approved an increase in the number of authorized shares of Class A Common Stock
from 75,000,000 to 150,000,000 shares and Class B Common Stock from 50,000,000
to 130,000,000 shares.
 
     In December 1997, the Board of Directors authorized additional repurchases
of up to $100.0 million of our Class A Common Stock. The shares may be purchased
within the subsequent three years on the open market or in privately negotiated
transactions. We have repurchased a total of 897,730 shares under this
authorization through September 27, 1998 at a total cost of approximately $58.1
million. This authorization replaces the March 19, 1996, repurchase program
under which we repurchased 745,000 shares of Class A Common Stock at a cost of
approximately $33.2 million.
 
     In October 1997, we acquired an 80% interest in Homebuyer's Fair, Inc.
which provides internet-based services and information for people who are moving
and corporations that are relocating employees. In September 1998, we increased
our ownership to 89%. We have an option to purchase the remaining 11%, which is
exerciseable on or after December 31, 2000.
 
     In May 1997, we repurchased an aggregate of 1,177,367 shares of Class A
Common Stock from three non-profit organizations at a total cost of $58.6
million.
 
     In February 1997, we acquired 80% of Westech for $34.8 million. Westech
consists of Westech ExpoCorp., which organizes job fairs for the high-tech
industry; High Tech-
 
                                       18
<PAGE>   20
 
nology Careers, which publishes High Technology Careers Magazine and Virtual Job
Fair (http://www.vjf.com), an internet-based resume posting and research
service; and JobsAmerica, which organizes job fairs for service industry
positions. Westech had $32.2 million in revenues in 1997. In June 1997, Westech
acquired the assets of Target Career Fairs, a Boston-based company that
organizes job fairs for the high-technology industry in the eastern portion of
the U.S., including the cities of Boston, Raleigh, Orlando, Philadelphia and St.
Louis. Target had 1996 revenues of approximately $3.0 million.
 
     Effective January 18, 1997, we ceased publication of the afternoon
newspaper, The Phoenix Gazette, and realigned the news gathering structure of
our morning newspaper, The Arizona Republic. These changes caused us to record a
one-time pre-tax charge to earnings of approximately $4.3 million in 1997, and
resulted in a reduction in operating expenses of approximately $5.0 million in
1997 and ongoing annual operating expense savings in future years of
approximately $6.4 million. A substantial portion of the savings are derived
from the approximately 85 positions eliminated as a result of these actions.
 
     On January 3, 1997, we acquired the remaining 9.8% of Indianapolis
Newspapers, Inc. ("INI") common stock that we did not already own. This
transaction, which was recorded using purchase accounting, was accomplished by
issuing the minority shareholders an aggregate of 1,892 shares of newly created,
non-voting, INI preferred stock with an aggregate stated value of approximately
$18.9 million in exchange for the shares of INI common stock owned by them. The
preferred stock provides for aggregate annual dividends of approximately $1.3
million on a cumulative basis, is callable in five years by INI, and is
redeemable at any time by the shareholders of INI at the stated value plus
accrued but unpaid dividends. This transaction did not have a material effect on
earnings.
 
     On March 12, 1996, we purchased Alexandria Newspapers, Inc. ("ANI") which
owns the Alexandria Daily Town Talk newspaper of Alexandria, Louisiana and
McCormick Graphics, Inc., a commercial printing subsidiary. The purchase price
was approximately $62.0 million in cash. The acquisition has contributed
positively to both net income and EBITDA.
 
    NINE MONTH PERIOD ENDED SEPTEMBER 27, 1998 COMPARED WITH THE COMPARABLE
                                  1997 PERIOD
 
RESULTS OF OPERATIONS
 
     Year-to-date diluted earnings per share for 1998 was $2.49, an increase of
15.3% over the corresponding 1997 period. The effects of work force reduction
costs (special charges) negatively impacted earnings in the first nine months of
1997 and, to a lesser extent, the second quarter of 1998. Excluding special
charges, diluted earnings per share would have been $2.50 for the 1998 nine
month period, which represented an increase of 5.5% over comparable 1997
amounts.
 
     Operating income for the first nine months of 1998 was $108.8 million,
which represented an increase of 8.4% over the comparable 1997 period. Excluding
special charges, operating income decreased 0.7% for the nine month period over
the comparable 1997 period.
 
     Net income for the first nine months of 1998 was $64.3 million, up 11.6%
over the prior comparable period. Had we not incurred the work force reduction
costs, net income for the nine months would have been $64.3 million versus $63.1
million for the nine month period in 1997. EBITDA (operating earnings before
depreciation, amortization and special charges) for the comparable periods was
$143.5 million year-to-date, representing an increase of 1.1%, versus comparable
1997 periods.
 
                                       19
<PAGE>   21
 
OPERATING REVENUES
 
     Our nine month revenues rose to $555.0 million for an increase of 5.8%,
when compared with the same 1997 period.
 
     Total advertising revenues for the nine month period ended September 27,
1998 were $411.9 million for an increase of 4.1%, over the comparable 1997
period. The increase in advertising revenues for the nine months of 1998 was
primarily due to gains in the classified recruitment category in both major
markets.
 
     Circulation revenues for the year-to-date period increased to $112.4
million, for an increase of 5.5% when compared to 1997. The increase is
primarily due to Phoenix circulation growth, a distribution system change in
Indianapolis which resulted in a revenue increase of $4.3 million, and a home
delivered price increase in Phoenix.
 
     Other revenues for the nine months increased $30.8 million over the first
nine months of 1997 due primarily to an increase in Westech job fair business,
online, direct marketing, and specialty publications.
 
     The following is a summary of major market linage and circulation
statistics for the nine month periods:
 
<TABLE>
<CAPTION>
                                                         39 WEEKS ENDED
                                                 ------------------------------
                                                 SEPTEMBER 28,    SEPTEMBER 27,      %
      (IN THOUSANDS, EXCEPT CIRCULATION)             1997             1998         CHANGE
      ----------------------------------         -------------    -------------    ------
<S>                                              <C>              <C>              <C>
Full run linage in six column inches:(1)
  Retail.......................................     1,875.20         1,950.50        4.0
  National.....................................       333.80           333.40       (0.1)
  Classified...................................     2,365.00         2,378.20        0.6
                                                   ---------        ---------       ----
  Total........................................     4,574.00         4,662.10        1.9
                                                   =========        =========       ====
Full run linage by major markets:
  Phoenix(1)...................................     2,075.70         2,133.20        2.8
  Indianapolis.................................     2,498.30         2,528.90        1.2
                                                   ---------        ---------       ----
  Total........................................     4,574.00         4,662.10        1.9
                                                   =========        =========       ====
Net advertising revenue........................    $ 395,790        $ 411,885        4.1
Combined average daily circulation:
  Phoenix......................................      456,183          466,793        2.3
  Indianapolis.................................      268,421          270,221        0.7
Sunday circulation:
  Phoenix......................................      579,331          582,596        0.6
  Indianapolis.................................      392,955          390,911       (0.5)
</TABLE>
 
-------------------------
 
(1) For comparability, linage statistics for the 39 weeks ended September 28,
    1997 exclude linage of The Phoenix Gazette, which ceased publication in
    January 1997.
 
                                       20
<PAGE>   22
 
OPERATING EXPENSES
 
     Compensation costs, which include fringe benefits, increased 2.5% to $181.8
million for the nine month period. The year-over-year headcount decreased 2.7%
due primarily to the closure of The Phoenix Gazette and the impact of a
conversion from a carrier-based distribution arrangement to an agency-based
distribution work force in Indianapolis. These benefits were offset by increased
employee benefits, commissions and merit increases.
 
     Newsprint and ink expense for 1998 increased 9.4% to $84.1 million for the
nine month period. The increases in newsprint expense were primarily due to
higher newsprint prices during 1998 and a volume increase of 3.4% for the nine
month period over comparable 1997 periods. These volume increases were related
to increased advertising linage and circulation gains. We anticipate that
newsprint expense comparisons may show modest increases during the fourth
quarter of 1998.
 
     Other operating costs rose 13.4% to $145.6 million for the nine month
period. Significant items contributing to these increases in 1998 versus the
same 1997 period included the circulation delivery system changes in
Indianapolis (which increased year-to-date expense by $6.3 million), costs
associated with outside printing of inserts and special publications, new
Phoenix and Indianapolis promotional/marketing programs, increased Arizona
Republic delivery costs, and expenses related to the jobs fair business.
 
     Depreciation and amortization expense for the nine month period was $34.6
million, compared with $32.2 million in 1997. The expense increases were
primarily a result of information technology projects in Phoenix as well as
pagination and remodeling projects in Indianapolis.
 
     We recorded work force reduction costs of approximately $9.4 million for
the nine months ended September 28, 1997. Of this amount, approximately $4.2
million resulted from closure of The Phoenix Gazette where approximately 85
positions were eliminated. The balance of the charges relates to a composing
room work force reduction of 30 individuals in the third quarter and the
conversion of distribution systems in Indianapolis.
 
NON-OPERATING ITEMS AND EQUITY IN AFFILIATE
 
     Other non-operating income (primarily investment income) increased 6.5% in
the first nine months of 1998 primarily due to an increase in investable cash.
Other non-operating expenses decreased year-to-date due to a reduction in
interest expense from 1997. Equity in Affiliate recorded gains in the nine month
period due to an increase in newsprint selling prices being realized by Ponderay
Newsprint Company.
 
FISCAL YEARS 1995, 1996 AND 1997
 
RESULTS OF OPERATIONS
 
     Fiscal 1997 was the fourth consecutive year of record revenues and profits
for us. Basic earnings per share for 1997 were $3.17, up $0.86 from the $2.31
reported in 1996. Basic earnings per share for 1996 increased $0.28 from the
$2.03 earned in 1995. All three years included work force reduction and/or asset
impairment costs ("special charges") that negatively impacted earnings. Basic
earnings per share, adjusted to exclude these costs, would have been $3.40 in
1997, $2.43 in 1996 and $2.11 in 1995. Diluted earnings per share for 1997, 1996
and 1995 were $3.08, $2.28 and $2.01, and excluding the special charges would
have been $3.31, $2.39 and $2.09, respectively. The results for 1995 include an
additional week when compared with the 1997 and 1996 periods.
 
     Operating income for 1995, 1996 and 1997 was $85.9 million, $99.9 million
and $141.0 million, respectively, rising 16.3% in 1996 and by 41.2% in 1997. The
1997 results include the effects of the Westech and McCormick acquisitions,
while 1996
 
                                       21
<PAGE>   23
 
includes the acquisition of McCormick for
10 months. All three years include the effects of the special charges. EBITDA
for the three year period (excluding asset impairment and work force reduction
costs) increased each year to $117.7 million, $141.0 million and $193.1 million
for 1995, 1996 and 1997, respectively.
     Operating results, exclusive of special charges, acquisitions and the
fifty-third week of 1995, were as follows:
 
<TABLE>
<CAPTION>
                                        FISCAL YEAR ENDED
                                    --------------------------    1995-1996    1996-1997
          (IN MILLIONS)              1995      1996      1997     % CHANGE     % CHANGE
          -------------             ------    ------    ------    ---------    ---------
<S>                                 <C>       <C>       <C>       <C>          <C>
Advertising revenues..............  $439.3    $471.4    $521.0        7.3        10.5
Circulation revenues..............   127.2     131.0     139.2        3.0         6.3
Other revenues....................     3.7       3.0       4.5      (18.9)       50.0
                                    ------    ------    ------      -----        ----
  TOTAL REVENUES..................   570.2     605.4     664.7        6.2         9.8
Compensation......................   219.2     223.8     226.8        2.1         1.3
Newsprint and ink.................   107.9     110.1     101.2        2.0        (8.1)
Other operating costs.............   128.0     134.5     162.4        5.1        20.7
Depreciation and amortization.....    28.5      33.4      36.9       17.2        10.5
                                    ------    ------    ------      -----        ----
  TOTAL EXPENSES..................   483.6     501.8     527.3        3.8         5.1
                                    ------    ------    ------      -----        ----
  OPERATING INCOME................  $ 86.6    $103.6    $137.4       19.6        32.6
</TABLE>
 
     Net income was $54.0 million, $61.5 million, and $81.5 million in 1995,
1996, and 1997, respectively, for increases of 14.0% in 1996 and 32.4% in 1997.
If we had not incurred the special charges, net income would have been $56.2
million, $64.7 million and $87.5 million in 1995, 1996 and 1997, respectively.
 
OPERATING REVENUES
 
     Our operating revenues rose 7.0% in 1996 and 15.4% in 1997. These
comparisons include the effects of the acquisitions and the fifty-third week of
1995. Excluding these items, operating revenues would have increased 6.2% and
9.8%, respectively.
 
     Total advertising revenues were $446.7 million in 1995, $479.5 million in
1996 and $541.3 million in 1997. The gains in 1996 and 1997 of 7.3% and 12.9%,
respectively, were both affected by the acquisitions and the 1995 to 1996
comparison was also impacted by the fifty-third week of 1995. Excluding these
items, comparable increases would have been 7.3% and 10.5%, respectively. The
balance of the advertising revenue changes resulted primarily from increases in
advertising linage and higher advertising rates. Major market linage volumes for
the periods were:
 
<TABLE>
<CAPTION>
                                FULL RUN LINAGE IN SIX COLUMN INCHES(1)
                               -----------------------------------------   1995-1996   1996-1997
       (IN THOUSANDS)             1995           1996           1997       % CHANGE    % CHANGE
       --------------          -----------    -----------    -----------   ---------   ---------
<S>                            <C>            <C>            <C>           <C>         <C>
BY ADVERTISING CATEGORY:
Retail.......................    2,708.5        2,507.2        2,679.8       (7.4)        6.9
National.....................      218.2          325.4          460.2       49.1        41.4
Classified...................    2,666.8        2,817.6        3,110.8        5.7        10.4
                                --------       --------       --------       ----        ----
  TOTAL......................    5,593.5        5,650.2        6,250.8        1.0        10.6
                                --------       --------       --------       ----        ----
</TABLE>
 
                                       22
<PAGE>   24
 
<TABLE>
<CAPTION>
                                FULL RUN LINAGE IN SIX COLUMN INCHES(1)
                               -----------------------------------------   1995-1996   1996-1997
       (IN THOUSANDS)             1995           1996           1997       % CHANGE    % CHANGE
       --------------          -----------    -----------    -----------   ---------   ---------
<S>                            <C>            <C>            <C>           <C>         <C>
BY MAJOR MARKET:
Phoenix......................    2,657.0        2,668.6        2,828.9        0.4         6.0
Indianapolis.................    2,936.5        2,981.6        3,421.9        1.5        14.8
                                --------       --------       --------       ----        ----
  TOTAL......................    5,593.5        5,650.2        6,250.8        1.0        10.6
                                --------       --------       --------       ----        ----
Net advertising revenues.....   $446,693       $479,474       $541,311        7.3        12.9
</TABLE>
 
-------------------------
 
(1) For comparability, linage statistics for 1995, 1996 and 1997 exclude linage
    of The Phoenix Gazette which ceased publication in January 1997.
 
     Advertising revenues in 1997 increased primarily due to linage gains. Areas
of particular strength in 1997 included recruitment and national advertising in
both major markets. Advertising rates are adjusted at varying times throughout
the year and in varying amounts based on local market conditions for each type
of advertising category.
 
     Circulation revenues for 1995, 1996 and 1997 were $129.5 million, $134.1
million and $143.2 million, respectively, for increases of 3.6% for the 1996
period and 6.7% for the 1997 period. The increase in 1997 was primarily a result
of a circulation distribution system change in Indianapolis (resulting in a
revenue increase of $10.7 million in 1997) and a September 1996 increase in the
single copy price (from $1.50 to $1.75) and home delivered price (from $1.50 to
$1.80) of the Sunday newspaper, both in Indianapolis. The closure of The Phoenix
Gazette in January 1997 did not have a significant impact on revenues since The
Arizona Republic gains in daily circulation in 1997 were greater than Gazette
losses. The combined average daily and Sunday circulation for Phoenix and
Indianapolis were:
 
<TABLE>
<CAPTION>
                                          FISCAL YEAR ENDED
                                     ---------------------------   1995-1996   1996-1997
           (IN MILLIONS)              1995      1996      1997     % CHANGE    % CHANGE
           -------------             -------   -------   -------   ---------   ---------
<S>                                  <C>       <C>       <C>       <C>         <C>
COMBINED AVERAGE DAILY CIRCULATION:
Phoenix............................  459,109   455,131   460,184     (0.9)        1.1
Indianapolis.......................  300,990   285,355   271,712     (5.2)       (4.8)
SUNDAY AVERAGE CIRCULATION:
Phoenix............................  581,337   583,162   583,288      0.3          --
Indianapolis.......................  399,539   402,884   391,727      0.8        (2.8)
</TABLE>
 
     Other revenues increased $25.0 million in 1997 versus 1996 due primarily to
Westech's jobs fair business which was acquired in 1997.
 
OPERATING EXPENSES
 
     Compensation costs, which include payroll and fringe benefits, increased
2.5% to $228.3 million in 1996 and 5.0% to $239.8 million in 1997. Excluding the
acquisitions and the fifty-third week of 1995, compensation costs would have
increased 2.1% in 1996 and 1.3% in 1997. Headcount decreased 2.8% in 1996 but
compensation costs increased due to the change in the discount rates used in the
post retirement and pension calculations and one-time labor costs associated
with the move of personnel in Phoenix to a new office
 
                                       23
<PAGE>   25
 
building. Headcount for 1997 compared with 1996 decreased approximately 3.7%,
due primarily to the Indianapolis circulation distribution system change and the
closure of The Phoenix Gazette, offset by increased headcount in the
advertising, marketing and information technology areas.
 
     Newsprint and ink expense increased 2.8% to $113.2 million in 1996 and
decreased 6.8% to $105.5 million in 1997. Excluding the acquisitions and the
fifty-third week in 1995, newsprint expense would have increased 2.0% in 1996
and decreased 8.1% for 1997. The major factor in newsprint expense fluctuations
was decreasing prices throughout 1996 which leveled out in early 1997 and
subsequent newsprint price increases over the last three quarters of 1997.
Newsprint consumption for 1997, when compared with 1996, increased 6.8% due to
higher advertising linage in both major markets and to a new product initiative
targeting the southeast region of the Phoenix metropolitan area.
 
     Other operating costs for 1995, 1996 and 1997 were $129.4 million, $137.9
million and $177.8 million, respectively, representing a 1996 increase of 6.6%
and a 1997 increase of 29.0%. Excluding the effects of the acquisitions, and the
fifty third week of 1995, other operating costs would have increased 5.1% and
20.7%. Items contributing to the 1996 versus 1995 increase included operating
duplicate office facilities, implementation of a new client server computer
system, additional circulation costs and the opening of new distribution centers
in Phoenix. Significant items contributing to the 1997 increase included the
change in the circulation delivery system in Indianapolis (which increased 1997
expense by $11.0 million), costs associated with a new Phoenix
promotional/marketing program, higher Arizona Republic delivery costs due to
increased circulation, and computer system design enhancements.
 
     Depreciation and amortization expense was $28.5 million, $35.5 million and
$42.0 million for 1995, 1996 and 1997, respectively. Excluding the acquisitions,
1996 and 1997 depreciation and amortization expense would have been $33.4
million and $36.9 million, for increases of 17.2% and 10.5%. The 1997 increase
was primarily due to a new office building and client server computer system in
Phoenix and new distribution centers and inserting equipment at both locations
and the amortization of goodwill associated with the acquisitions.
 
     During 1996, we recognized asset impairment costs of $2.5 million net of
tax for a Phoenix office building held for sale and a charge for the premature
retirement of a Phoenix conveyor system. These losses were recorded using the
provisions of SFAS No. 121, "Accounting for the lmpairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of," which we adopted during 1996.
 
     We recorded work force reduction costs in 1997 of $10.0 million.
Approximately $4.2 million resulted from the closure of The Phoenix Gazette,
where approximately 85 positions were eliminated. The balance of the charges
relates to composing room and transportation work force reductions of 40
individuals and the conversion from the carrier-based work force to an
agent-based circulation arrangement, both in Indianapolis.
 
NON-OPERATING ITEMS
 
     Other non-operating income (primarily investment income), was $9.5 million,
$5.5 million and $4.3 million for 1995, 1996 and 1997, respectively. The
decreases from year to year reflect the reduction in investable cash resulting
from the acquisitions and the repurchases of common stock. Other non-operating
expenses increased due to interest expense on short-term borrowings used for the
repurchase of common stock.
 
                                       24
<PAGE>   26
 
     Income tax expense for 1995, 1996 and 1997 was $38.0 million, $42.4 million
and $58.8 million, respectively, reflecting effective tax rates of 40.5%, 40.8%
and 41.1%, respectively. The increase in the effective tax rates was the result
of non-tax deductible goodwill associated with the acquisitions offset, in part,
by tax benefits received from filing a consolidated state income tax return in
Arizona.
 
EQUITY IN AFFILIATE
 
     Our investment in Ponderay is accounted for using the equity method, which
reflects our share of Ponderay's net income or loss and related income tax
expense or benefit. Ponderay's operating results include interest expense on its
long-term debt. Equity income (loss) from Affiliate, net of tax, was $(0.6)
million, $1.7 million and $(0.3) million in 1995, 1996 and 1997, respectively.
These changes were mostly attributable to fluctuations in newsprint prices
realized by Ponderay over the respective periods. Based upon current and
anticipated 1998 newsprint pricing, Ponderay is expected to report income in
1998. We do not anticipate making additional cash investments in Ponderay during
1998.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Net cash provided by operating activities is our primary source of
liquidity. Net cash provided by operating activities of $62.3 million, $122.0
million and $153.8 million in 1995, 1996 and 1997, and $112.2 million and $113.3
million for the first nine months of 1997 and 1998, respectively. Net cash
provided by operating activities, excluding the effects of net proceeds from (or
purchases of) trading securities for 1995, 1996 and 1997 were $79.9 million,
$81.3 million and $142.2 million, respectively, and $110.0 million and $115.0
million for the nine months ended September 28, 1997 and September 27, 1998,
respectively. Changes between all periods were primarily attributable to
increases in earnings and/or changes in working capital. The principal uses of
cash in the first nine months of 1998 were the repurchase of Class A Common
Stock, capital expenditures, the payment of dividends, and repayment of a $10.0
million short-term bank line of credit. The principal uses of cash in 1997 were
the repurchases of Class A Common Stock, acquisitions, capital expenditures and
the payment of dividends. As of September 27, 1998, our available cash and
investments totaled $44.9 million, a decrease of $3.6 million from the balance
at the end of 1997. Working capital (exclusive of cash) as of September 27, 1998
was $30.3 million, down $7.5 million from $37.8 million at December 28, 1997.
 
     Total capital expenditures for 1996 were $46.5 million compared with $25.1
million for the comparable 1997 period. Capital expenditures for the first nine
months of 1998 were $30.9 million compared to $18.1 million for the comparable
1997 period. We plan approximately $34.0 million of capital expenditures in
1998. As of November 5, 1998, there were no significant formal commitments
related to future capital expenditures.
 
     As of September 27, 1998, we had two unsecured, uncommitted credit
facilities which can provide up to $80 million in short-term financing for
general corporate purposes. At September 27, 1998, we had $5.0 million
outstanding under such facilities.
 
     On October 23, 1998, pursuant to a September 21, 1998 agreement, we
purchased 2,500,000 shares of Class A Common Stock from the Nina Mason-Pulliam
Charitable Trust at $60 per share (plus interest from September 16, 1998) for a
total consideration of $150.8 million. Moreover, we have an exclusive one year
option to purchase up to an additional 1,500,000 shares of Class A Common Stock
from the Charitable Trust should the stock reach an average trading price of $67
for five consecutive days. The 2,500,000 share repurchase was financed with a
 
                                       25
<PAGE>   27
 
short-term $150 million bridge loan from First Chicago Capital Markets, Inc. (a
subsidiary of Bank One Corporation) ("First Chicago"). This bridge loan is
expected to be refinanced with a $300 million revolving credit facility,
arranged by First Chicago and syndicated to a group of banks, which will also
allow us to exercise the option. This credit facility is expected to close prior
to November 15, 1998.
 
     In December 1997, the Board of Directors authorized additional repurchases
of up to $100.0 million of the Class A Common Stock. The shares may be purchased
within the subsequent three years on the open market or in privately negotiated
transactions. This authorization replaces the March 19, 1996, repurchase program
under which 745,000 shares of Class A Common Stock had been repurchased in 1997
and 1996 at a total cost of $33.2 million. During the nine months ended
September 27, 1998 we repurchased 897,730 shares at a total cost of $58.1
million.
 
     In May 1997, we repurchased 1,177,367 shares of Class A Common Stock (not
related to the March 1996 authorized repurchase) from three nonprofit
beneficiaries of the estate of Enid Goodrich. The aggregate $58.6 million
transaction utilized existing cash and investments for part of the repurchase
with $39.4 million being obtained from a $60 million uncommitted, unsecured
short-term bank line of credit that was obtained May 8, 1997. As of December 28,
1997, $10.0 million remained outstanding under this short-term bank line of
credit which was repaid in the first quarter of 1998.
 
     In February 1997, we acquired Westech for approximately $34.8 million.
 
     We guarantee debt related to Ponderay which is discussed in Note 11 to the
Consolidated Financial Statements which are incorporated by reference in this
Prospectus.
 
     Dividends of $0.80 per share on the Class A Common Stock and $0.08 on the
Class B Common Stock were declared during 1997. Total Class A and B dividend
payments of $15.7 million, $18.6 million and $20.1 million were made in 1995,
1996 and 1997. Dividends of $0.19, $0.21, and $0.24 per share on the Class A
Common Stock and $0.019, $0.021, and $0.024 per share on the Class B Common
Stock were declared during the first, second and third quarters of 1998. The
first quarter dividends were paid in April 1998, second quarter dividends in
July 1998, and third quarter dividends in October 1998.
 
     We have demonstrated a consistent ability to generate net cash flow from
operations. Management believes that existing cash and investments, net cash
flows from operations and currently available bank credit resources are
sufficient to enable us to maintain our current level of operations. Financing
for future investing opportunities is expected to come from a combination of
existing cash, new debt facilities and/or the use of equity.
 
                         INFLATION AND CHANGING PRICES
 
     Over the past several years, the impact of inflation on our operations has
become less significant because of lower overall inflation rates. However, we
and the newspaper industry as a whole have experienced wide fluctuations in
newsprint pricing. Variations in newsprint pricing can have a significant impact
on earnings for any given year. We have attempted to offset newsprint price
increases through the conservation of newsprint and by increasing advertising
and circulation rates.
 
                            NEW ACCOUNTING STANDARDS
 
     In 1996, we adopted SFAS No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed of." The application of
this standard resulted in a 1996 charge to earnings of $2.5 million, net of tax.
 
                                       26
<PAGE>   28
 
     We adopted SFAS No.123, "Accounting for Stock Based Compensation" in 1996.
The statement prescribes accounting and reporting standards for all stock-based
compensation plans. SFAS No. 123 allows companies to continue to use existing
methods for recognizing the expense of these plans and provide pro forma
earnings per share and other disclosures in the financial statements using the
fair value method prescribed in the statement. We have elected the pro forma
disclosure provisions of this statement.
 
     In February 1997, the Financial Accounting Standards Board issued SFAS No.
128, "Earnings Per Share," which established new standards in reporting earnings
per share. This standard is effective for reporting periods ending after
December 15, 1997, including interim periods, and therefore has been adopted by
us. Earnings per share amounts for all prior periods have been restated.
 
                              YEAR 2000 COMPLIANCE
 
STATE OF READINESS
 
     Our Year 2000 project is on schedule to meet its objectives. We have
developed a comprehensive program to identify, evaluate, test, upgrade or
replace each of our computer and non-computer based systems in connection with
Year 2000 readiness. We have devoted significant resources to the program
including the development of a Year 2000 project team which reports to senior
management on a regular basis and the construction of a test environment
dedicated to the Year 2000 testing process. The Chief Information Officer
reports progress at every regularly scheduled Board of Directors meeting.
 
     We have been actively implementing new systems and technology since 1995
for reasons unrelated to Year 2000, and these actions have resulted in a number
of our major information technology systems becoming Year 2000 compliant.
 
     The discovery phase of our program has been completed and we have performed
several review audits to ensure that all susceptible systems have been
identified, including client server, desktop and all systems with embedded
computer chips. All desktop systems, application software and servers have been
updated to a compliant level and all database modules are in the process of
being upgraded. The embedded computer chip systems are in the remediation and
testing phase with a projected completion date of year-end 1998. The testing
phase of the project is also proceeding and we anticipate that testing will have
been completed or initiated for all significant systems by the end of 1998.
 
     Letters of compliance have been requested from each of our vendors and,
wherever possible, we work with our vendors in determining an appropriate
testing and compliance process. This process is scheduled for completion by
year-end 1998. During early 1999, we anticipate using a third party auditor to
review the project. In addition, certain employees have attended a number of
Year 2000 training programs and outside consultants have been hired where
necessary.
 
COSTS
 
     Total costs associated with our Year 2000 project are estimated to be
approximately $8.5 million, of which approximately $6.5 million will be incurred
through fiscal 1998 with the remainder incurred during 1999.
 
RISKS
 
     Despite the efforts described above, we could potentially experience a
disruption in our operations as a result of potential non-compliance of certain
vendors, financial institutions, governmental agencies or other third-parties or
external systems. This disruption could potentially affect various aspects of
our business operations including the timeliness and content of
 
                                       27
<PAGE>   29
 
certain newspapers or online products. At this time, we are unable to determine
whether the consequences of Year 2000 failures would have a material impact on
our results of operations, liquidity or financial condition.
 
CONTINGENCY PLANS
 
     In an effort to minimize any disruption, we are in the process of creating
a comprehensive contingency plan to address potential Year 2000 scenarios. Such
plans include maintaining an inventory of critical supplies such as newsprint,
ink and other consumables for at least a 30-45 day production cycle as well as
creating a smaller newspaper product designed to maximize advertising content.
 
                           FORWARD-LOOKING STATEMENTS
 
     This document contains material that is forward-looking in nature. From
time to time, we may provide forward-looking statements relating to such matters
as anticipated financial performance, business prospects and similar matters.
These forward-looking statements may be identified by the use of words such as
"anticipate," "believe," or "expect" or derivations thereof. All forward-looking
statements are based upon information available to us at the time they are made
and we assume no obligation to update any forward-looking statements. We note
that a variety of factors could cause our actual results to differ materially
from the expectations expressed in the forward-looking statements. The risks and
uncertainties that may affect the operations, performance and results of our
business include, but are not limited to the factors set forth under "Risk
Factors."
 
                                       28
<PAGE>   30
 
                                    BUSINESS
 
                                  THE COMPANY
 
     We publish the only major daily newspapers in the greater Phoenix
metropolitan area and central Indiana. Our flagship newspapers are The Arizona
Republic in Phoenix and The Indianapolis Star in Indianapolis. These newspapers
have been published for over a century. The average daily circulation levels
were 460,406 for The Arizona Republic and 228,421 for The Indianapolis Star for
the fiscal year ended December 28, 1997. According to circulation statistics
compiled by the Newspaper Association of America, The Arizona Republic has been
one of the fastest growing major daily morning newspapers in the country over
the last three years. Circulation penetration at December 31, 1997 for The
Arizona Republic was approximately 41% daily and 52% Sunday and for the
Indianapolis newspapers was approximately 42% daily and 60% Sunday, according to
the Audit Bureau of Circulation ("ABC"), ranking them among the highest in the
industry. Our control of the only major daily newspapers in each of our key
markets is of critical importance in attracting and maintaining advertising,
which is our principal source of revenue. Moreover, we generate in excess of 80%
of our circulation from subscriptions, thereby adding relative stability to our
revenue base.
 
     We have benefited from the continuing economic growth and development of
our key markets. With 2.9 million residents in the greater Phoenix metropolitan
area, Phoenix is the nation's seventh largest city. In the greater Phoenix
metropolitan area, growth across several diverse economic sectors, from
manufacturing and construction to trade and services, has outpaced the national
average over the past three years. Phoenix led the nation in job growth for
1997, and its 1997 average annual unemployment rate of 2.9% was below the
national unemployment rate of 4.9%. Its manufacturing base, a substantial
portion of which comes from high technology, is projected by the Greater Phoenix
Economic Council to grow faster than the national rate. The greater Indianapolis
metropolitan area, with 1.5 million residents, has also experienced solid
economic and population growth, and its 1997 average annual unemployment rate of
2.8% was well below the national average. Its economy is anchored by a large and
diverse industrial base, including such major corporations as Eli Lilly and
Company, Conseco, Inc., and Dow AgroSciences. Large downtown development
projects such as the Convention Center, the RCA Dome and Circle Centre, a large
retail shopping center, have also bolstered the regional economy.
 
     We also own and operate several smaller newspapers in central Indiana and
central Louisiana. These include The Indianapolis News, a daily afternoon
newspaper (with an average daily circulation of 41,165), the Alexandria Daily
Town Talk, serving Rapides Parish, Louisiana and its outlying areas (average
circulation of 38,155 daily and 43,823 Sunday), The Star Press (mornings and
Sundays) in Muncie, Indiana (average circulation of 36,558 daily and 40,690
Sunday), The Vincennes Sun-Commercial, a daily newspaper in Vincennes, Indiana
(average circulation of 13,281 daily and 15,617 Sunday), as well as The Daily
Ledger, a daily newspaper (with an average daily circulation of 11,273) and
fourteen controlled circulation (home-delivered and free to readers) newspapers
(with an average weekly circulation of 110,485) serving the northern suburbs of
Indianapolis, the fastest growing area of metropolitan Indianapolis.
 
     We own an 80% interest in the Santa Clara, California-based Westech
companies which consist of Westech ExpoCorp., an organizer of job fairs for the
high tech industry; High Technology Careers, publisher of High Technology
Careers Magazine and Virtual Job Fair
 
                                       29
<PAGE>   31
 
(http://www.vjf.com), an internet-based resume posting and research service; and
JobsAmerica, an organizer of job fairs for service industry positions. We also
own an 89% interest in Homebuyer's Fair, Inc., which provides internet services
and information for people who are moving and corporations that are relocating
their employees, a commercial printer and a minority interest in a newsprint
mill in the State of Washington.
 
     We have consistently grown our revenues, EBITDA (as defined in "Selected
Consolidated Financial Data") and net income over the last five years. For the
five fiscal years ended December 28, 1997, we recorded compound annual growth in
revenues and EBITDA of 10.6% and 20.2%. For the fiscal year ended December 28,
1997, we generated revenues of $716.1 million, EBITDA of $193.1 million and net
income of $81.5 million. In 1997, we derived 76% of our revenue from
advertising, 20% from circulation, and 4% from other sources. Our EBITDA as a
percentage of revenues ("EBITDA margin") was 27% for this period, representing
the fifth year of improving EBITDA margin out of the last six years. Key drivers
of our financial success include the expansion of advertising and circulation
revenue in our existing markets, the implementation of certain cost-cutting
measures, the repurchase of our common stock, and the development of product
line extensions to meet the information needs of the markets we serve.
 
     We seek to maintain our position as both the primary source of news and
information for our readers as well as the most effective way for advertisers to
reach their target markets. To this end, we manage our newspapers with a
commitment to the highest standards of product quality and journalistic
excellence. For example, The Arizona Republic was the first major daily
newspaper in the country to have its pages fully composed by computer
generation, enabling us to deliver higher quality products. Since 1990, our
newspapers have won Pulitzer prizes for investigative reporting and political
cartooning, as well as numerous other awards from industry organizations such as
the American Association of Sunday and Feature Editors, the Society for
Newspaper Design and the National Press Photographers' Association, among
others.
 
     Our financial objective is to continue to build value for our shareholders
by focusing on the strengths inherent in our current markets while selectively
pursuing acquisitions. The principal elements of our strategy are as follows:
 
     - ENHANCE ADVERTISING AND CIRCULATION REVENUE BASE.  Controlling the only
       major daily newspapers in our key markets affords us a competitive
       advantage in attracting and maintaining advertising, especially compared
       to other advertising vehicles such as radio and television broadcasting
       stations, each of which individually reach a significantly smaller
       audience. We continue to expand our advertising revenue base by
       developing long-term relationships with key advertising accounts and
       promoting cross-selling opportunities. We also recently reorganized the
       sales and marketing departments at both The Arizona Republic and The
       Indianapolis Star, incorporating more sales-based incentives into the
       compensation structure, which we believe will produce greater advertising
       revenue.
 
       Our daily home-delivered subscription base represents more than 85% of
       total circulation, exceeding the industry average of approximately 74%.
       This large subscription base adds to the stability of our revenues, and
       we continue to emphasize and improve the quality of daily home delivery.
 
     - CONTINUE TO ACHIEVE COST EFFICIENCIES.  We have recently identified
 
                                       30
<PAGE>   32
 
several areas for more efficient cost management and have begun to pursue these
opportunities. Recent initiatives include the January 1997 closing of The
Phoenix Gazette, the afternoon newspaper in Phoenix, the consolidation of The
        Muncie Star and the Muncie Evening Press into The Star Press in May
        1996, the implementation of client server computer systems in Phoenix
        and the consolidation of the editorial function in Indianapolis. We
        continue to pursue opportunities like these, with a particular focus on
        increasing production automation, improving distribution and enhancing
        workforce productivity.
 
     - SELECTIVELY PURSUE BRAND-ENHANCING ACQUISITIONS AND NEW PRODUCT
       DEVELOPMENTS.  We pursue acquisitions where we believe we can add or
       derive significant value from our operating expertise or line extension
       opportunities. Recent acquisitions include the purchase of the Alexandria
       Daily Town Talk newspaper in March 1996, the purchase of Westech in
       February 1997, and the purchase of Homebuyer's Fair in October 1997.
       Additional product developments include the development of web sites for
       our major newspapers.
 
                              THE ARIZONA REPUBLIC
 
     In Phoenix, we currently publish The Arizona Republic, one of the fastest
growing major daily morning newspapers in the United States, together with the
Arizona Business Gazette, a weekly newspaper. We, together with a group of other
investors, originally acquired a 30% interest in The Arizona Republic and The
Phoenix Gazette in 1946. We have owned 100% of these newspapers since 1977. On
January 18, 1997, we stopped publishing The Phoenix Gazette. We were able to
convert approximately 85% of the subscribers of The Phoenix Gazette to The
Arizona Republic.
 
CIRCULATION
 
     Approximately 87% of the daily and 72% of the Sunday circulation of The
Arizona Republic was home delivered as of December 28, 1997, with the remainder
being single copy sales. The circulation level of The Arizona Republic is
seasonal due to the large number of part-year residents in the Phoenix area.
Typically, circulation for The Arizona Republic achieves its highest levels in
February and March and decreases during the late spring and summer months.
During 1997, the seasonal variation was approximately 66,300 daily and 87,500
Sunday. The following table shows the average paid daily circulation for The
Arizona Republic and The Phoenix Gazette for the periods shown. The figures for
fiscal years ended 1995, 1996 and 1997 are based upon reports issued by the 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 the 39 weeks ended September 28 and September 27,
1997 and 1998 are based upon our records. Net circulation revenue for the
periods shown is based upon our records.
 
                                       31
<PAGE>   33
 
<TABLE>
<CAPTION>
                                           FISCAL YEAR ENDED                   39 WEEKS ENDED
                               ------------------------------------------   ---------------------
                               DECEMBER 31,   DECEMBER 29,   DECEMBER 28,   SEPT. 28,   SEPT. 27,
                                1995(1)(2)      1996(1)        1997(3)       1997(3)      1998
                               ------------   ------------   ------------   ---------   ---------
<S>                            <C>            <C>            <C>            <C>         <C>
The Arizona Republic
  (Sunday)...................    581,337        583,162        583,068       579,331     582,596
The Arizona Republic
  (Daily)....................    387,986        406,725        460,406       456,183     466,793
The Phoenix Gazette
  (Daily)....................     71,123         48,406             --            --          --
Net circulation revenue (in
  thousands).................    $84,212        $87,790        $86,800       $65,112     $67,209
</TABLE>
 
-------------------------
 
(1) In 1995, The Arizona Republic and The Phoenix Gazette consolidated their
    newsroom staffs. Due to this combination, the morning and afternoon content
    of the newspapers was similar, which caused many duplicate readers to cancel
    their subscription to The Phoenix Gazette.
 
(2) 53-week year.
 
(3) Combined daily circulation includes The Arizona Republic and The Phoenix
    Gazette, and net circulation revenue includes The Phoenix Gazette, through
    January 18, 1997, the last day of its publication.
 
     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 10,351, 10,491 and 10,561 for 1995, 1996 and 1997,
respectively.
 
     The home-delivered 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 $3.25 per week for a
fifty-two week subscription to $3.80 per week for an eight-week subscription.
There is also a four-week direct bank debit option of $3.25 per week. The home-
delivered price for The Arizona Republic (six days) is $2.50 per week for all
subscription terms. A weekend package comprising the Sunday paper and the Friday
and Saturday edition is offered at $3.00 per week. The single copy price of the
morning paper is $0.50 and $2.00 for the Sunday paper.
 
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. We derive the majority of our advertising revenue for our Arizona
newspapers from run-of-paper advertisements. However, like other major
newspapers, The Arizona Republic has experienced an increase in advertisers' use
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
those from run-of-paper advertisements. To encourage use of run-of-paper
advertisements, we structure our advertising rates to provide more favorable
rates to high volume and frequent run-of-paper advertisers.
 
     We also structure our advertising format to accommodate the numerous
communities that comprise the Phoenix
 
                                       32
<PAGE>   34
 
metropolitan area. The Arizona Republic
publishes "Community" sections that are 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 our Arizona newspapers for
the periods shown and the combined advertising revenues of the newspapers for
such periods are set forth in the following table:
 
<TABLE>
<CAPTION>
                                         FISCAL YEAR ENDED                   39 WEEKS ENDED
                             ------------------------------------------   ---------------------
                             DECEMBER 31,   DECEMBER 29,   DECEMBER 28,   SEPT. 28,   SEPT. 27,
                               1995(1)          1996           1997         1997        1998
                             ------------   ------------   ------------   ---------   ---------
<S>                          <C>            <C>            <C>            <C>         <C>
Advertising linage --
  run-of-paper (in
  thousands of six column
  inches):
  Full-run.................       2,657          2,669          2,829        2,076       2,133
  Part-run.................       1,150          1,091          1,182          821         953
  Weekly...................         245            243            242          193         147
Net advertising revenue....    $248,468       $302,294       $333,583     $243,854    $257,145
</TABLE>
 
-------------------------
 
(1) 53-week year
 
DISTRIBUTION
 
     We distribute The Arizona Republic primarily by home delivery through a
network of independent contractors. We have implemented a centralized billing
system that 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 for over
forty years.
 
PRODUCTION
 
     The Arizona Republic's editing and composing functions are performed
primarily at its facility in downtown Phoenix. The Arizona Republic was the
first major daily newspaper in the country to have its pages fully composed by
computer generation, enabling us to produce a higher quality product. Electronic
pagination allows entire pages of the newspaper to be formatted at a computer
terminal. Composed pages are electronically transmitted from the newspaper's
downtown facility to its two satellite production facilities.
 
     The Arizona Republic's two satellite production facilities are located in
Deer Valley, which is north of downtown Phoenix, and in Mesa, Arizona. The Deer
Valley facility includes four offset presses and related production equipment,
as well as circulation, advertising and editorial-offices. This facility began
production 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 subsequently expanded and upgraded. It has three offset presses and related
production equipment. We own an additional undeveloped site in western Maricopa
County for a possible satellite production facility to meet future growth.
 
                         INDIANAPOLIS NEWSPAPERS, INC.
 
     In Indianapolis, our primary newspapers are The Indianapolis Star (mornings
 
                                       33
<PAGE>   35
 
and Sunday) and The Indianapolis News (evenings). We formed Indianapolis
Newspapers, Inc. ("INI") in 1948, through which we currently publish The
Indianapolis Star and The Indianapolis News. At the end of 1996, we owned 90.2%
of the voting equity of INI and had the right to elect INI's Board of Directors.
On January 3, 1997, we acquired the remaining voting equity of INI through the
issuance of nonvoting preferred stock of INI with an aggregate liquidation value
of $18,920,000, entitling the holders to aggregate annual dividends of
$1,324,000. The preferred stock is callable in five years by INI and is
redeemable at any time by the holders at the stated value plus any accrued but
unpaid dividends.
CIRCULATION
 
     Approximately 81% of the daily and 80% of the Sunday circulation of The
Indianapolis Star and 80% of the daily circulation of The Indianapolis News was
home-delivered as of December 28, 1997, with the remainder being single copy
sales.
 
     The following table shows the average paid daily circulation for The
Indianapolis Star and The Indianapolis News for the last three fiscal years. The
figures for 1995 are based upon reports issued by the ABC and include
circulation outside the Indianapolis metropolitan statistical area. Net
circulation revenue is based upon our records.
 
<TABLE>
<CAPTION>
                                           FISCAL YEAR ENDED                   39 WEEKS ENDED
                               ------------------------------------------   ---------------------
                               DECEMBER 31,   DECEMBER 29,   DECEMBER 28,   SEPT. 28,   SEPT. 27,
                                 1995(1)          1996           1997         1997        1998
                               ------------   ------------   ------------   ---------   ---------
<S>                            <C>            <C>            <C>            <C>         <C>
The Indianapolis Star
  (Sunday)...................    399,539        402,884        391,820       392,955     390,911
The Indianapolis Star
  (Daily)....................    227,849        230,932        228,421       226,289     233,882
The Indianapolis News
  (Daily)....................     73,141         54,423         41,165        42,132      36,339
Net circulation revenue (In
  thousands).................    $39,507        $37,205        $46,444       $34,018     $37,499
</TABLE>
 
-------------------------
 
(1) 53-week year
 
     The home-delivered price for The Indianapolis Star (seven days) in the
Indianapolis metropolitan statistical area is $3.60 per week. The home-delivered
price for The Indianapolis News (six days) is $1.80 per week. The single copy
price is $0.50 for each daily paper. The home-delivered price of the Sunday
newspaper is $1.80, and the single copy price is $1.75.
 
ADVERTISING
 
     As is the case for the Arizona newspapers, our Indianapolis newspapers
derive the majority of their advertising revenues from run-of-paper
advertisements. The Indianapolis Star and The Indianapolis News have also
experienced an increase in advertisers' use of preprinted advertisements in
recent years. To encourage use of run-of-paper advertisements, we structure our
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 news-
 
                                       34
<PAGE>   36
 
papers for such periods are set forth in the following table:
 
<TABLE>
<CAPTION>
                                         FISCAL YEAR ENDED                   39 WEEKS ENDED
                             ------------------------------------------   ---------------------
                             DECEMBER 31,   DECEMBER 29,   DECEMBER 28,   SEPT. 28,   SEPT. 27,
                               1995(1)          1996           1997         1997        1998
                             ------------   ------------   ------------   ---------   ---------
<S>                          <C>            <C>            <C>            <C>         <C>
Advertising linage -- run-
  of-paper
  (in thousands of
  six column inches):
Full-run...................       2,937          2,982          3,422        2,498       2,529
Net advertising revenue....    $145,267       $149,658       $167,212     $122,221    $125,459
</TABLE>
 
-------------------------
 
(1) 53-week year
 
DISTRIBUTION
 
     Through 1996, we distributed The Indianapolis Star and The Indianapolis
News primarily by home delivery through a network of approximately 3,200
carriers. Carriers are independent contractors who purchase newspapers from us
and resell them at a markup to their customers.
 
     In 1997, our Indianapolis newspapers converted from a carrier-based
delivery system to an agency-based distribution system for the Indianapolis
metropolitan area and its eight surrounding counties. We replaced approximately
1,350 carriers with 79 independent delivery agents, who are paid on a commission
basis. We believe the conversion has allowed for uniform pricing, resulted in
higher levels of customer satisfaction, and has helped facilitate the creation
of customer data bases.
 
PRODUCTION
 
     The Indianapolis Star and The Indianapolis News merged their editorial news
staffs in 1995 and share production and distribution facilities. All editorial
and production functions are handled from our facility in downtown Indianapolis,
which is equipped with six offset presses and related production and
distribution equipment.
 
     The Indianapolis Star and The Indianapolis News have recently implemented
several formatting changes to promote greater standardization and customization.
The weather, editorial and obituary sections are now anchored daily on the same
pages, and there are weekday stand-alone classified and automotive sections, as
well as a four-page daily "Metro" section with local coverage for each of the
major metropolitan distribution areas.
 
                               SMALLER NEWSPAPERS
 
     In March 1996, we purchased 100% of the outstanding common stock of
McCormick & Company, Inc., now Alexandria Newspapers, Inc., the parent company
of the Alexandria Daily Town Talk newspaper and McCormick Graphics, Inc., a
commercial printing subsidiary. The Alexandria Daily Town Talk serves Rapides
Parish in Central Louisiana and the outlying areas within a 50 mile radius, with
a population base of approximately 282,000. For the fiscal year ended December
28, 1997, the average paid circulation of the Alexandria Daily Town Talk was
38,155 daily and 43,823 Sunday.
 
     We also publish The Star Press (mornings and Sundays) in Muncie, Indiana --
we formerly published two newspapers in the Muncie market, The Muncie Star and
the Muncie Evening Press, but merged the two newspapers into The Star Press in
May 1996 in order to improve product quality and cost efficiency. The Star Press
 
                                       35
<PAGE>   37
 
serves Muncie and east central Indiana, which has a population base of just over
370,000. For the fiscal year ended December 28, 1997, the average paid
circulation of The Star Press was 36,558 daily and 40,690 Sunday.
 
     We publish The Daily Ledger (which for 1997 had an average daily
circulation of 11,273) and fourteen controlled circulation newspapers (which for
1997 had an average weekly circulation of 110,485) that serve the northern
suburbs of Indianapolis, the fastest growing area of metropolitan Indianapolis.
 
     We publish the Vincennes Sun-Commercial, a daily newspaper that serves the
city of Vincennes, Indiana, with a population of approximately 24,700. For the
fiscal year ended December 28, 1997, the average paid circulation of the
Vincennes Sun-Commercial was 13,281 (five days) and 15,617 Sunday.
 
     The revenues earned by these smaller publications represented approximately
4%, 7% and 6% in 1995, 1996 and 1997, respectively, of our total revenues.
 
                                    WESTECH
 
     In February 1997, we acquired an 80% interest in the Santa Clara,
California-based Westech companies. Westech consists of Westech ExpoCorp, which
organizes job fairs for the high tech industry; High Technology Careers, which
publishes High Technology Careers Magazine and Virtual Job Fair
(http://www.vjf.com), an internet-based resume posting and research service; and
JobsAmerica, which organizes job fairs for service industry positions.
 
     Westech has enjoyed rapid growth in recent years and had approximately
$32.2 million of revenue in 1997. Operating margins in this business have
historically been higher than those associated with the newspaper publishing
industry.
 
     We believe that the acquisition of Westech is a strategic extension of our
business of matching employers and employees. A substantial portion of our
revenues are derived from recruitment advertising and, historically, recruitment
advertising has been the most important means for employers to find qualified
employees and for job seekers to find employment. We believe that recruitment
classified advertising will continue to be an important avenue for job placement
in the future, that an increasing number of placements will be made using the
internet and job fairs and that the acquisition of Westech should ensure that we
are well positioned to provide career services information to employers and
employees through a variety of cost-effective channels.
 
     Westech operates predominantly in the western half of the United States.
 
                  RAW MATERIALS -- PONDERAY NEWSPRINT COMPANY
 
     We consumed approximately 179,400 metric tons of newsprint in fiscal year
1997 and expect that consumption will increase in 1998 due primarily to linage
gains. We currently obtain 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 us with an additional source of newsprint for a portion of our
needs, we joined with four other newspaper publishing companies and a major
newsprint manufacturer in forming a general partnership, Ponderay Newsprint
Company ("Ponderay"), to own and operate a newsprint mill in Usk, Washington.
The mill began operations in December 1989. We are required to purchase on an
annual basis the lesser of 13.5% of Ponderay's newsprint production or 28,400
metric tons on a "take if tendered" basis until the related debt recorded by
Ponderay is repaid.
 
                                       36
<PAGE>   38
 
                                  COMPETITION
 
     We face competition for advertising revenue from television, radio the
internet 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, advertising rates and advertiser results. Competition
for circulation is generally based upon the content, journalistic quality and
price of the newspaper.
 
     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 for advertising and circulation. The most significant
of these competitors is Thomson Corporation, which owns five daily newspapers in
the East Valley region. These newspapers had a combined paid daily circulation
of 93,407, compared to 186,003 for The Arizona Republic in this region in 1997,
the period for which the latest ABC audit figures are available. The Arizona
Republic recently introduced four new "Community" sections in order to maintain
its position as the leading source of news and information in this region. In
Indianapolis, our newspapers do not experience significant direct competition
from suburban newspapers.
 
                               EMPLOYEES -- LABOR
 
     As of September 27, 1998, we had approximately 5,185 employees (including
1,452 part-time employees), 40% of whom were covered by a total of 23 collective
bargaining agreements. Given the large number of collective bargaining
agreements, we are frequently involved in labor negotiations. As of November 5,
1998, we were involved in ongoing negotiations with respect to five different
bargaining agreements, involving approximately 350 employees engaged in various
trades at our facilities. No assurance can be given as to the outcome of these
negotiations or as to their impact on us. We have never had a significant strike
or work stoppage at our operations and we consider our labor relationships with
our employees to be satisfactory.
 
                               LEGAL PROCEEDINGS
 
     We become involved from time to time in various claims and lawsuits in the
ordinary course of our business, including libel and invasion of privacy
actions, and we are involved from time to time in various governmental and
administrative proceedings. Our management believes that the outcome of any
pending claims or proceedings will not have a significant adverse effect on us.
 
                                       37
<PAGE>   39
 
                                   MANAGEMENT
 
     Our executive officers and directors are:
 
<TABLE>
<CAPTION>
                  NAME                    AGE             POSITION WITH COMPANY
                  ----                    ---             ---------------------
<S>                                       <C>    <C>
Frank E. Russell........................  78     Chairman of the Board and Assistant
                                                 Secretary
Louis A. Weil, III......................  58     President and Chief Executive Officer;
                                                 Chairman of the Board of Phoenix
                                                 Newspapers, Inc.; Director
Thomas K. MacGillivray..................  38     Vice President and Chief Financial
                                                 Officer
Eric S. Tooker..........................  37     Vice President, General Counsel and
                                                 Secretary
Eugene S. Pulliam.......................  85     Publisher of The Indianapolis Star and
                                                 The Indianapolis News; Director
Dale A. Duncan..........................  44     President and General Manager of
                                                 Indianapolis Newspapers, Inc.
John F. Oppedahl........................  54     Publisher and Chief Executive Officer of
                                                 Phoenix Newspapers, Inc.
William A. Franke.......................  62     Director
L. Ben Lytle............................  52     Director
Dan Quayle..............................  52     Director
Richard Snell...........................  68     Director
</TABLE>
 
     FRANK E. RUSSELL has been Chairman of the Company's Board of Directors and
Assistant Secretary of the Company since January 1996. Mr. Russell served as
President and Chief Executive Officer of the Company from 1979 through 1995. He
has been a Director of the Company since 1974. Mr. Russell is one of three
trustees of the Selling Shareholder. See "Selling Shareholder."
 
     LOUIS A. WEIL, III has been President and Chief Executive Officer since
January 1996. He served as Publisher and Chief Executive Officer of The Arizona
Republic and The Phoenix Gazette and Executive Vice President of Phoenix
Newspapers, Inc. between July 1991 and January 1996. 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 an independent
director of Prudential's Domestic Equity, Domestic Fixed Income, Global Fixed
Income and Municipal Bond mutual funds. He has been a Director of the Company
since 1991.
 
     THOMAS K. MACGILLIVRAY has been Vice President since April 1997 and Chief
Financial Officer since January 1996. Previously, he was Director of Investments
from April 1993 to December 1995. He was Vice President and Equity Portfolio
Manager for Sovran Capital Management from January 1989 to March 1993.
 
     ERIC S. TOOKER has been Vice President since April 1997 and General Counsel
and Secretary since June 1996. From November 1989 through May 1996, he was
Associate General Counsel at Conseco, Inc.
 
     EUGENE S. PULLIAM has been the Publisher of The Indianapolis Star and The
Indianapolis News since 1975 and a Director of the Company since 1954. Mr.
Pulliam is the uncle of Dan Quayle, who is a Director of the Company.
 
                                       38
<PAGE>   40
 
     DALE A. DUNCAN has been President and General Manager of Indianapolis
Newspapers, Inc. since January 1998. From 1995 until assuming his current
position, Mr. Duncan was Vice President, ABC Publishing Group, where he directed
the operations of the Oakland Press, Pontiac, MI; The Belleville News-Democrat,
Illinois; and the Times Leader, Wilkes-Barre, PA. Mr. Duncan also served as
President and Publisher of the Oakland Press from 1995 to 1997 and was the
President and Publisher of the Times Leader from 1986 to 1994.
 
     JOHN F. OPPEDAHL has been Publisher and Chief Executive Officer of Phoenix
Newspapers, Inc. since January 1996. Previously, he was Executive Editor of
Phoenix Newspapers, Inc. since 1993 and Managing Editor of The Arizona Republic
from 1989 to 1993.
 
     WILLIAM A. FRANKE has been the Chairman and Chief Executive Officer of
America West Holdings Corporation, an aviation and travel service company, since
February 1997 and the Chairman of the Board of its principal subsidiary, America
West Airlines, Inc., an airline carrier. Mr. Franke was the subsidiary's Chief
Executive Officer from December 1993 until February 1997, and its President from
May 1996 until February 1997. He is a director of America West Holdings
Corporation, America West Airlines, Inc., Phelps Dodge Corporation, Beringer
Wine Estates, Mtel Latin America, Inc. and AirTransport Association of America.
He is a director and Chairman of the Board of Airplanes Limited and a
controlling trustee and Chairman of Airplanes U.S. Trust, entities involved in
aircraft financing and leasing. He has been a director of the Company since
1990.
 
     L. BEN LYTLE has been President and Chief Executive Officer of Anthem
Insurance Companies, Inc., an insurance holding company, since 1989 and
presently serves as Chairman of the Board of Directors of its major
subsidiaries. He is a director of Acordia, Inc., IPALCO, Inc., Duke REIT, and
Bank One, Indianapolis, N.A. He has been a Director of the Company since April
1997.
 
     DAN QUAYLE has been Chairman of Campaign America, a political action
committee, since 1995 and Chairman of BTC, Inc., a private company through which
he operates certain of his personal business interests, since 1993. He served as
Chairman of Circle Investors, Inc., a private financial services and insurance
holding company from 1993 until February 1997, and served on the Board of
Directors of Amtran, Inc. in 1996. He was Vice President of the United States
from January 1989 to January 1993 and a United States Senator from January 1981
to January 1989. Mr. Quayle is a director of American Standard, Inc., U.S.
Filter Corporation and Circle Investors, Inc. He has been a Director of the
Company since 1993. Mr. Quayle is the nephew of Eugene S. Pulliam.
 
     RICHARD SNELL has been Chairman of the Board and Chief Executive Officer of
Pinnacle West Capital Corporation, a utility holding company and Chairman of the
Board of Arizona Public Service Company since 1990. He is also a director of
Aztar Corporation and Bank One Arizona Corporation. He has been a Director of
the Company since September 1996.
 
                                       39
<PAGE>   41
 
                          DESCRIPTION OF CAPITAL STOCK
 
     Our authorized capital stock consists of 150,000,000 shares of Class A
Common Stock, without par value (the "Class A Common Stock"), 130,000,000 shares
of Class B Common Stock, without par value (the "Class B Common Stock"), and
25,000,000 shares of Preferred Stock (the "Preferred Stock"). As of November 2,
1998, 18,707,924 shares of Class A Common Stock were issued and outstanding,
31,345,500 shares of Class B Common Stock (convertible into 3,134,550 shares of
Class A Common Stock) were issued and outstanding, and no shares of Preferred
Stock have been issued. As of November 2, 1998, the Class A Common Stock was
held by 325 shareholders of record and the Class B Common Stock was held by 23
shareholders of record. All outstanding shares are legally issued, fully paid
and nonassessable.
 
                            CLASS A COMMON STOCK AND
                              CLASS B COMMON STOCK
 
Voting Rights
 
     Our Articles of Incorporation provide that each share of Class A Common
Stock entitles the holder thereof to one-tenth of a vote per share on all
matters on which shareholders are entitled to vote. Each share of Class B Common
Stock entitles the holder thereof to one vote per share on all matters on which
shareholders are entitled to vote.
 
     In general, matters submitted to the vote of the shareholders, such as the
election of directors, are voted on by holders of the Class A Common Stock and
the Class B Common Stock voting together as a single class. Holders of Class A
Common Stock and Class B Common Stock are not entitled to vote cumulatively for
the election of directors. The holders of the Class B Common Stock hold
approximately 94% of the combined voting power of the outstanding Class A Common
Stock and Class B Common Stock. Under the Indiana Business Corporation Law,
however, holders of Class A Common Stock are also entitled to vote as a separate
class to approve amendments to our Articles of Incorporation that modify rights,
preferences and powers that affect the rights of the holders adversely, or to
increase the number of authorized shares of Class A Common Stock.
 
Dividend and Liquidation Rights
 
     Each share of Class A Common Stock and Class B Common Stock is entitled to
receive dividends if and when declared by our Board of Directors. Our Articles
of Incorporation provide that dividends must be paid on both the Class A Common
Stock and the Class B Common Stock at any time that dividends are paid on
either. It is further provided that each share of Class B Common Stock is
entitled to receive only 10% of any dividend or other distribution in cash,
stock (other than Class A Common Stock or Class B Common Stock) or other
property (including any liquidating distribution) made with respect to each
share of Class A Common Stock. To the extent that a stock dividend is involved,
holders of Class A Common Stock are entitled to receive only Class A Common
Stock in respect of those shares and holders of Class B Common Stock are
entitled to receive only Class B Common Stock in respect of those shares.
Furthermore, the Articles of Incorporation provide that stock dividends on a
class of common stock may not be paid without a concomitant stock dividend for
the other class of common stock.
 
Transferability and Convertibility
 
     The Class A Common stock is freely transferable, subject to applicable
securities laws. The Class B Common Stock is also freely transferable, subject
to applicable securities laws; however, the Class B Common Stock has not been
registered
 
                                       40
<PAGE>   42
 
under the Securities Act of 1933, as amended, and we do not plan at any time in
the future to register such stock. No trading market currently exists for the
Class B Common Stock and it is not anticipated that such a market will develop.
 
     To allow holders of shares of Class B Common Sock to have access to
trading, our Articles of Incorporation provide that each share of Class B Common
Stock is convertible at any time at the option of the holder into one-tenth of a
share of Class A Common Stock. A shareholder desiring to sell an equity interest
represented by Class B Common Stock could thereby convert and sell, consistent
with applicable securities laws, shares of Class A Common Stock.
 
                                PREFERRED STOCK
 
     No shares of preferred stock have been issued. The Board of Directors,
without further shareholder action, is authorized to issue up to 25,000,000
shares of preferred stock and establish the designations, dividend rights,
dividend rate, conversion rights, voting rights, terms of redemption,
liquidation preference and all other preferences and rights of any series of
preferred stock; provided, however, that shares of the preferred stock may not
be given voting rights without the prior approval of holders of a majority of
the outstanding shares of Class B Common Stock.
 
                         CERTAIN PROVISIONS OF INDIANA
                             CORPORATE LAW AND THE
                            EUGENE C. PULLIAM TRUST
 
     Certain provisions of Indiana law applicable to us could delay, deter or
prevent a merger, tender offer or other takeover attempt of us. Such provisions
include those pertaining to "control shares" (generally shares having 20%,
33 1/3% and 50% of voting power) that only have voting rights to the extent
approved by disinterested shareholders and limitations upon business
combinations involving us and any "interested shareholder" (generally defined to
include any holder of 10% or more of the corporation's voting securities). The
foregoing provisions may have limited effect on us in light of the provisions of
the Eugene C. Pulliam Trust, which has voting control of us. Under the terms of
this trust, the trustees are directed not to sell, exchange, pledge or otherwise
dispose of the Class B Common Stock held by the trust or approve any
reorganization or recapitalization of us, including mergers and consolidations
if, as a result, the property held by the trust would consist of a smaller
proportion of the voting power of us or any corporation into which we were
merged or consolidated, than its proportion of the voting power of us at the
time of the execution of the trust. At the time this trust was established it
had 54% of all outstanding voting common stock of us. The trust specifies that
this limitation shall last for the duration of the trust, except that this
limitation shall become void if the trustees (i) unanimously determine that a
substantially complete loss of the value of the property held in the trust is
seriously threatened and (ii) obtain the written consent of two-thirds of the
beneficiaries of the trust (which consist of descendants of Eugene C. Pulliam).
By its terms, the trust will terminate twenty-one years after the death of the
survivor of the class consisting of the descendants of Eugene C. Pulliam living
at the time of the most recent amendment to the trust in May 1973. As of
November 2, 1998, the trust owned 22,907,500 shares of Class B Common Stock
representing approximately 73% of the outstanding Class B Common Stock and
approximately 69% of the combined voting power of us.
 
                          TRANSFER AGENT AND REGISTRAR
 
     The transfer agent and registrar for the Class A Common Stock and Class B
Common Stock is Norwest Bank Minnesota, NA.
 
                                       41
<PAGE>   43
 
                              SELLING SHAREHOLDER
 
     The table below sets forth the beneficial ownership of our Class A Common
Stock by the Selling Shareholder as of September 27, 1998 and following the
resale of shares to us and the sale of shares offered hereby. The Selling
Shareholder is a charitable trust which, indirectly, received all of its shares
of Class A Common Stock in a bequest from the Estate of Nina-Mason Pulliam. See
"Prospectus Summary -- Selling Shareholder." Mr. Frank E. Russell, one of the
three trustees of the Charitable Trust, is the Chairman of the Board of
Directors of Central Newspapers, Inc.
 
<TABLE>
<CAPTION>
                                                                               SHARES BENEFICIALLY
                           SHARES BENEFICIALLY                                        OWNED
                             OWNED PRIOR TO                     SHARES TO        AFTER THE TRUST
                            THE OFFERING AND       SHARES     BE SOLD IN THE   REPURCHASE AND THE
                              SALE TO US(1)      SOLD TO US    OFFERING(1)       OFFERING(2)(3)
                           -------------------   ----------   --------------   -------------------
NAME                        NUMBER     PERCENT                                  NUMBER     PERCENT
----                       ---------   -------                                  ------     -------
<S>                        <C>         <C>       <C>          <C>              <C>         <C>
Nina Mason-Pulliam
  Charitable Trust.......  5,446,850     25%     2,500,000      1,162,478      1,784,372     8.2%
</TABLE>
 
-------------------------
 
(1) Includes 373,250 shares of Class A Common Stock attributable to 3,732,500
    shares of Class B Common Stock.
 
(2) Includes 10,000 shares of Class A Common Stock attributable to 100,000
    shares of Class B Common Stock. On September 21, 1998 we entered into a
    Standstill and Option Agreement with the Selling Shareholder pursuant to
    which we received an option to purchase up to 1,500,000 shares of Class A
    Common Stock for $67 per share. The option has a term of one year but can
    only be exercised within five days following the average trading price of
    the Class A Common Stock being at least $67 per share for five consecutive
    trading days.
 
(3) Assumes that the option granted the underwriter to purchase additional
    shares is not exercised.
 
                                 LEGAL MATTERS
 
     Certain legal matters in connection with the Offering will be passed upon
for us by Henderson, Daily, Withrow & DeVoe, Indianapolis, Indiana, for the
Selling Shareholder by Barnes & Thornburg, Indianapolis, Indiana, and for the
Underwriters by Davis Polk & Wardwell, New York, New York.
 
                                    EXPERTS
 
     The consolidated financial statements of Central Newspapers, Inc. as of
December 28, 1997 and for the fiscal year then ended, incorporated in this
Prospectus by reference to the Annual Report on Form 10-K of Central Newspaper,
Inc. for the year ended December 28, 1997, have been so incorporated in reliance
on the report of PricewaterhouseCoopers LLP, independent accountants, given on
the authority of said firm as experts in auditing and accounting.
 
     The consolidated financial statements of Central Newspapers, Inc. as of
December 29, 1996 and for each of the two fiscal years in the period ended
December 29, 1996, incorporated in the
                                       42
<PAGE>   44
 
Prospectus by reference to the Annual Report on Form 10-K of Central Newspapers,
Inc. for the year ended December 28, 1997, have been so incorporated in reliance
on the report of Olive LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
 
     With respect to the unaudited consolidated financial information of Central
Newspapers, Inc. as of September 27, 1998 and for the thirty-nine weeks then
ended incorporated by reference in this Prospectus, PricewaterhouseCoopers LLP
reported that they have applied limited procedures in accordance with
professional standards for a review of such information. However, their separate
report dated October 19, 1998 incorporated by reference herein, states that they
did not audit and they do not express in opinion on that unaudited consolidated
financial information. PricewaterhouseCoopers LLP has not carried out any
significant or additional audit tests beyond those which would have been
necessary if their report had not been included. Accordingly, the degree of
reliance on their report on such information should be restricted in light of
the limited nature of the review procedures applied. PricewaterhouseCoopers LLP
is not subject to the liability provisions of Section 11 of the Securities Act
for their report on the unaudited consolidated financial information because
that report is not a "report" or a "part" of the registration statement prepared
or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and
11 of the Securities Act.
 
                                       43
<PAGE>   45
 
                                  UNDERWRITING
 
     The Selling Shareholder and the underwriters for the offering (the
"Underwriters") named below have entered into an underwriting agreement with
respect to the Class A Common Stock being offered. Subject to certain
conditions, each Underwriter has severally agreed to purchase the number of
shares indicated in the following table. Goldman, Sachs & Co. is the
representative of the Underwriters.
 
<TABLE>
<CAPTION>
                        Underwriters                          Number of Shares
                        ------------                          ----------------
<S>                                                           <C>
Goldman, Sachs & Co.........................................
Donaldson, Lufkin & Jenrette Securities Corporation.........
                                                              ----------------
  Total.....................................................
                                                              ================
</TABLE>
 
                           -------------------------
 
     If the Underwriters sell more shares than the total number set forth in the
table above, the Underwriters have an option to buy up to an additional 174,372
shares from the Selling Shareholder to cover such sales. They may exercise that
option for 30 days. If any shares are purchased pursuant to this option, the
Underwriters will severally purchase shares in approximately the same proportion
as set forth in the table above.
 
     The following table shows the per share and the total underwriting
discounts and commissions to be paid to the Underwriters by the Selling
Shareholder. Such amounts are shown assuming both no exercise and full exercise
of the Underwriters' option to purchase additional shares.
 
<TABLE>
<CAPTION>
          Paid by the Selling Shareholder
          -------------------------------
                           No             Full
                        Exercise        Exercise
                        --------        --------
<S>                    <C>            <C>
Per share............    $               $
Total................    $               $
</TABLE>
 
     Shares sold by the Underwriters to the public will initially be offered at
the public offering price set forth on the cover of this Prospectus. Any shares
sold by the Underwriters to securities dealers may be sold at a discount of up
to $     per share from the initial public offering price. Any such securities
dealers may resell any shares purchased from the Underwriters to certain other
brokers or dealers at a discount of up to $     per share from the initial
public offering price. If all the shares are not sold at the initial offering
price, the representatives may change the offering price and the other selling
terms.
 
     The Company, the Selling Shareholder, each shareholder holding combined
voting power in excess of five percent (5%) of the Company's issued and
outstanding shares and the directors and other executive officers of the
Company, have agreed that, during the period beginning from the date of this
Prospectus and continuing and including the date 90 days after the date of the
Prospectus, they will not offer, sell, contract to sell or otherwise dispose of
any shares of Class A Common Stock or any security convertible into or
exchangeable for shares of Class A Common Stock without the prior written
consent of Goldman, Sachs & Co., except (i) pursuant to the Option Agreement and
(ii) as otherwise provided in the Underwriting Agreement.
 
     In connection with the offering, the Underwriters may purchase and sell
shares of Class A Common Stock in the open market. These transactions may
include short sales, stabilizing transactions and purchases to cover positions
created by short sales. Short sales involve the sale by the Underwriters of a
greater number of shares than they are required to purchase in the offerings.
Stabilizing transactions consist of certain bids or purchases made
 
                                       U-1
<PAGE>   46
 
for the purpose of preventing or retarding a
decline in the market price of the Class A Common Stock while the offering is in
progress.
 
     The Underwriters also may impose a penalty bid. This occurs when a
particular Underwriter repays to the Underwriters a portion of the underwriting
discount received by it because the representatives have repurchased shares sold
by or for the account of such Underwriter in stabilizing or short covering
transactions.
 
     These activities by the Underwriters may stabilize, maintain or otherwise
affect the market price of the Class A Common Stock. As a result, the price of
the Class A Common Stock may be higher than the price that otherwise might exist
in the open market. If these activities are commenced, they may be discontinued
by the Underwriters at any time. These transactions may be effected on the NYSE,
in the over-the-counter market or otherwise.
 
     The Selling Shareholder estimates, that its share of the total expenses of
the offering, excluding underwriting discounts and commissions, will be
approximately $       .
 
     The Company and the Selling Shareholder have agreed to indemnify several
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
 
                                       U-2
<PAGE>   47
 
------------------------------------------------------------
------------------------------------------------------------
 
     No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the shares offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.
 
                           -------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                            Page
                                            ----
<S>                                         <C>
Available Information.....................    3
Incorporation of Certain Documents by
  Reference...............................    4
Prospectus Summary........................    5
Risk Factors..............................    9
Price Range of Common Stock and Dividend
  Policy..................................   12
Use of Proceeds...........................   13
Capitalization............................   14
Selected Consolidated Financial Data......   15
Management's Discussion and Analysis of
  Results of Operations and Financial
  Condition...............................   19
Business..................................   30
Management................................   39
Description of Capital Stock..............   40
Selling Shareholder.......................   42
Legal Matters.............................   43
Experts...................................   43
Index to Consolidated Financial
  Statements..............................  F-1
Underwriting..............................  U-1
</TABLE>
 
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
------------------------------------------------------------
 
                                1,162,478 Shares
                            CENTRAL NEWSPAPERS, INC.
                              CLASS A COMMON STOCK
 
                           -------------------------
 
                                     [LOGO]
                           -------------------------
                              GOLDMAN, SACHS & CO.
                          DONALDSON, LUFKIN & JENRETTE
                      Representatives of the Underwriters
------------------------------------------------------------
------------------------------------------------------------
<PAGE>   48
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
     The following table sets forth all fees and expenses payable in connection
with the issuance and distribution of the shares of Class A Common Stock, other
than underwriting discounts and commissions. All such fees and expenses will be
paid by the Selling Shareholder and the Company. All the amounts shown are
estimates, except for the Securities and Exchange Commission registration fee
and the NASD filing fee.
 
<TABLE>
<S>                                                           <C>
Securities and Exchange Commission registration fee.........  $
NASD filing fee.............................................
"Blue Sky" fees and expenses................................
Legal fees and expenses.....................................
Accounting fees and expenses................................
Printing expenses...........................................
Miscellaneous...............................................
                                                              --------
          Total.............................................
                                                              ========
</TABLE>
 
ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Sections 23-1-37-1 -- 23-1-37-15 of the Indiana Business Corporation Law
permit a corporation to indemnify directors and officers against liability
incurred in certain proceedings if the individual's conduct was in good faith
and the individual reasonably believed, in the case of conduct in the
individual's official capacity, that such conduct was in the best interests of
the corporation and, in all other cases, believed such conduct was at least not
opposed to the best interests of the corporation. If the proceeding is criminal,
the individual must either have had no reasonable cause to believe that such
conduct was unlawful or had reasonable cause to believe that such conduct was
lawful. The statute requires a corporation to indemnify an individual who is
wholly successful in the defense of any such proceeding against reasonable
expenses incurred by such individual, unless the Articles of Incorporation
provide otherwise. The corporation may pay for or reimburse the reasonable
expenses incurred by a director or officer who is a party to a proceeding in
advance of final disposition of the proceeding if certain conditions are
satisfied. Unless otherwise provided in the Articles of Incorporation, a
director or officer may apply for court ordered indemnification, which will
include reasonable expenses incurred to obtain the indemnification order if the
court determines that the director is entitled to mandatory indemnification or
that the director is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances. Except in the case of mandatory
indemnification, a corporation may indemnify a director of officer only after it
is determined that the individual meets the standard of conduct described above.
In addition, a corporation may also indemnify and advance expenses to an
officer, whether or not a director, to the extent, consistent with public
policy, that may be provided by its Articles of Incorporation, by-laws, general
or specific action of its board of directors or contract. Section 23-1-37-14 of
the Indiana Business Corporation Law empowers an Indiana corporation to purchase
and maintain insurance on behalf of any director or officer against any
liability asserted against, or incurred by, such individual in any such capacity
or arising out of his or her status as such, whether or not the corporation
would have had the power to indemnify against such liability.
 
                                      II-1
<PAGE>   49
 
     The Amended and Restated Articles of Incorporation of the Registrant permit
the Registrant to indemnify any person who is or was a director or officer of
the Registrant to the fullest extent allowed by law.
 
     The Registrant also carries liability insurance covering officers and
directors.
 
ITEM 16.  EXHIBITS.
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                            DESCRIPTION
-------                           -----------
<C>       <S>
  1.1     Form of Underwriting Agreement.
  4.1     Amended and Restated Articles of Incorporation of Central
          Newspapers, Inc.
  4.2     The Amended and Restated Code of By-Laws of Central
          Newspapers, Inc..
  5.1     Opinion of Henderson, Daily, Withrow & DeVoe as to
          legality.*
 10.1     Stock Purchase Agreement by and between the Nina Mason
          Pulliam Charitable Trust and Central Newspapers, Inc., dated
          as of September 21, 1998 incorporated by reference to Form
          10-Q dated November 5, 1998.
 10.2     Standstill and Option Agreement by and between the Nina
          Mason Pulliam Charitable Trust and Central Newspapers, Inc.
          dated as of September 21, 1998 incorporated by reference to
          Form 10-Q dated November 5, 1998.
 15.1     Awareness Letter of PricewaterhouseCoopers LLP.
 23.1     Consent of PricewaterhouseCoopers LLP.
 23.2     Consent of Olive LLP (formerly Geo. S. Olive & Co. LLC).
 23.3     Consent of Henderson, Daily, Withrow & DeVoe (contained in
          the opinion filed as Exhibit 5.1 to this Registration
          Statement).*
 24.1     Powers of Attorney (included on the signature pages hereof)
</TABLE>
 
---------------
 * To be filed by Amendment
 
ITEM 17.  UNDERTAKINGS.
 
     The undersigned registrant hereby undertakes that:
 
          (1) For purposes of determining any liability under the Securities
     Act, each filing of the registrant's annual report pursuant to Section
     13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
     incorporated by reference in the registration statement shall be deemed to
     be a new registration statement relating to the securities offered therein,
     and the offering of such securities at the time shall be deemed to be the
     initial bona fide offering thereof.
 
          (2) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this registration statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.
 
          (3) For the purposes of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the
 
                                      II-2
<PAGE>   50
 
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 15 above or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted against the registrant by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
 
                                      II-3
<PAGE>   51
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Phoenix, Arizona on the 10th day of November, 1998.
 
                                          CENTRAL NEWSPAPERS, INC.
 
                                          By: /s/  LOUIS A. WEIL, III
                                               ---------------------------------
                                                   President & Chief Executive
                                                   Officer
 
                               POWER OF ATTORNEY
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas K. MacGillivray and Eric S. Tooker his or
her true and lawful attorneys-in-fact and agents, each acting alone, with full
powers of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
to this Registration Statement, including post-effective amendments, as well as
any related registration statement (or amendment thereto) filed pursuant to Rule
462 promulgated under the Securities Act of 1933, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, and hereby ratifies and confirms all his or her said attorneys-in-fact
and agents or any of them or his or her substitute or substitutes may lawfully
do or cause to be done by virtue thereof.
 
     This Power of Attorney may be executed in multiple counterparts, each of
which shall be deemed an original, but which taken together shall constitute one
instrument.
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                     SIGNATURE                                 TITLE                   DATE
                     ---------                                 -----                   ----
<C>                                                  <S>                         <C>
 
              /s/ LOUIS A. WEIL, III                 President, Chief Executive  November 10, 1998
---------------------------------------------------    Officer and Director
                Louis A. Weil, III                     (Principal Executive
                                                       Officer)
 
            /s/ THOMAS K. MACGILLIVRAY               Vice President and Chief    November 10, 1998
---------------------------------------------------    Financial Officer
              Thomas K. MacGillivray                   (Principal Financial and
                                                       Accounting Officer)
 
               /s/ WILLIAM A. FRANKE                 Director                    November 10, 1998
---------------------------------------------------
                 William A. Franke
</TABLE>
 
                                      II-4
<PAGE>   52
 
<TABLE>
<CAPTION>
                     SIGNATURE                                 TITLE                   DATE
                     ---------                                 -----                   ----
<C>                                                  <S>                         <C>
 
                 /s/ L. BEN LYTLE                    Director                    November 10, 1998
---------------------------------------------------
                   L. Ben Lytle
 
               /s/ EUGENE S. PULLIAM                 Director                    November 10,1998
---------------------------------------------------
                 Eugene S. Pulliam
 
                  /s/ DAN QUAYLE                     Director                    November 10, 1998
---------------------------------------------------
                    Dan Quayle
 
               /s/ FRANK E. RUSSELL                  Director                    November 10, 1998
---------------------------------------------------
                 Frank E. Russell
 
                 /s/ RICHARD SNELL                   Director                    November 10, 1998
---------------------------------------------------
                   Richard Snell
</TABLE>
 
                                      II-5
<PAGE>   53
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
                                                                        SEQUENTIALLY
EXHIBIT                                                                   NUMBERED
NUMBER                            DESCRIPTION                               PAGE
-------                           -----------                           ------------
<C>       <S>                                                           <C>
  1.1     Form of Underwriting Agreement. ............................
  4.1     Amended and Restated Articles of Incorporation of Central
          Newspapers, Inc. ...........................................
  4.2     The Amended and Restated Code of By-Laws of Central
          Newspapers, Inc. ...........................................
  5.1     Opinion of Henderson, Daily, Withrow & DeVoe as to
          legality.*..................................................
 10.1     Stock Purchase Agreement by and between the Nina
          Mason-Pulliam Charitable Trust and Central Newspapers, Inc.,
          dated as of September 21, 1998.**...........................
 10.2     Standstill and Option Agreement by and between the Nina
          Mason-Pulliam Charitable Trust and Central Newspapers, Inc.
          dated as of September 21, 1998.**...........................
 15.1     Awareness Letter of PricewaterhouseCoopers LLP. ............
 23.1     Consent of PricewaterhouseCoopers LLP. .....................
 23.2     Consent of Olive LLP (formerly Geo. S. Olive & Co. LLC). ...
 23.3     Consent of Henderson, Daily, Withrow & DeVoe (contained in
          the opinion filed as Exhibit 5.1 to this Registration
          Statement).*................................................
 24.1     Powers of Attorney (included on the signature pages
          hereof).....................................................
</TABLE>
 
---------------
 * To be filed by Amendment
 
** previously filed