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As filed with the Securities and Exchange Commission on October 25, 1996
Registration No. 333-_____________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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SCRIPPS HOWARD, INC. (Name to be changed to The E.W. Scripps Company)
(Exact name of registrant as specified in its charter)
Ohio 31-1223339
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer
Identification No.)
312 Walnut Street, Cincinnati, Ohio 45202
(Address of Principal Executive Offices) (Zip Code)
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NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
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M. DENISE KUPRIONIS
Secretary
Scripps Howard, Inc.
312 Walnut Street
Cincinnati, Ohio 45202
(Name and address of agent for service)
(513) 977-3835
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Amount of
securities to to be maximum aggregate registration
be registered registered(1) offering price(2) fee
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Class A Common
Shares
$.01 par value 50,000 shares $778,500 $236
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<FN>
(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plan.
(2) Based on book value of Registrant of $15.57 per share as of June
30, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated
by reference in the registration statement. All documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the date of the filing
of this registration statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereunder have been
sold, or that de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be a part
hereof from the date of the filing of such documents.
(a) The Registrant's Registration Statement on Form 10
declared effective on October 17, pursuant to Section 12 of the
Exchange Act (the "Form 10");
(b) All reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the effectiveness of the Form
10; and
(c) The description of the Company's Class A Common Shares
contained in the Form 10.
Item 5. Interests of Named Experts and Counsel.
The legality of the Class A Common Shares offered hereby has
been passed upon for the Company by Baker & Hostetler, Cleveland, Ohio. John H.
Burlingame, a director of the Company, is a partner of Baker & Hostetler.
Item 6. Indemnification of Directors and Officers.
The Articles of Incorporation of the Registrant provide for
indemnification of directors and officers to the fullest extent permitted under
the Ohio General Corporation Law.
The Registrant is permitted by its Articles of Incorporation
to maintain insurance on behalf of its directors and officers against any loss
arising from any claim asserted against them in such capacities, subject to
certain exclusions.
Item 8. Exhibits.
Exhibit Number Description of Exhibit
- -------------- ----------------------
4(a) Non-Employee Directors' Stock Option Plan
4(b) Articles of Incorporation(1)
4(c) Code of Regulations(1)
5 Opinion of Baker & Hostetler
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23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Baker & Hostetler (included in Opinion filed as Exhibit 5 hereto)
24(a) Power of Attorney (Registrant)
24(b) Power of Attorney (Directors and Officers)
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<FN>
(1) Incorporated by reference from the Form 10.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement to include any material
information with respect to the plan of distribution
not previously disclosed in the registration
statement or any material change to such information
in the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933 (the "Act"), each
such post-effective amendment shall be deemed to be a
new registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
The undersigned Registrant further undertakes that, for
purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 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 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.
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SIGNATURES
THE REGISTRANT. 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-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cincinnati, State of Ohio, on October
24, 1996.
SCRIPPS HOWARD, INC.
By *
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William R. Burleigh, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed on October 24, 1996 by the following
persons in the capacities indicated below.
Signature Title
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* Director; Chairman of the Board
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Lawrence A. Leser
* Director; President and Chief Executive Officer
- ---------------------------------------- (Principal Executive Officer)
William R. Burleigh
* Senior Vice President, Finance
- ---------------------------------------- & Administration (Principal Financial and Accounting
Daniel J. Castellini Officer)
* Director
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Charles E. Scripps
* Director
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Robert P. Scripps
* Director
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Paul K. Scripps
* Director
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John H. Burlingame
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* Director
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Nicholas B. Paumgarten
* Director
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Daniel J. Meyer
* Director
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Ronald W. Tysoe
<FN>
* William Appleton, by signing his name hereto, does sign this
Registration Statement on behalf of the persons indicated above
pursuant to powers of attorney duly executed by such persons and filed
as Exhibits to this Registration Statement.
By: /s/ William Appleton
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William Appleton, Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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4(a) Non-Employee Directors' Stock Option Plan
4(b) Articles of Incorporation(1)
4(c) Code of Regulations(1)
5 Opinion of Baker & Hostetler
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Baker & Hostetler (included in
Opinion filed as Exhibit 5 hereto)
24(a) Power of Attorney (Registrant)
24(b) Power of Attorney (Directors and Officers)
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<FN>
(1) Incorporated by reference from Registration Statement on Form 10
declared effective on October 17, 1996.