1
As filed with the Securities and Exchange Commission on May 22, 1997
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
Ohio 31-1223339
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
312 Walnut Street, Cincinnati, Ohio 45202
(Address of Principal Executive Offices) (Zip Code)
---------------
THE E.W. SCRIPPS COMPANY
1997 DEFERRED COMPENSATION AND PHANTOM STOCK PLAN FOR SENIOR OFFICERS AND
SELECTED EXECUTIVES
(Full title of the plan)
---------------
M. DENISE KUPRIONIS
Secretary
The E.W. Scripps Company
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)
---------------
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of Proposed Proposed
securities to Amount to be Maximum offering maximum aggregate Amount of
be registered registered(1) price-per share(2) offering price(2) registration fee
- --------------------------------------------------------------------------------------------------------------------------------
Class A Common Shares
$.01 par value 250,000 $37.63 $9,407,500 $2,851
Plan Interests Indeterminate(3)
================================================================================================================================
<FN>
(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plan.
(2) Estimated in accordance with Rules 457(c) and 457(h)(1) solely for the
purpose of determining the registration fee. The fee with respect to
the shares registered herein is based on the average of the high and
low sale prices on May 20, 1997, of the registrant's Class A Common
Shares as reported on the New York Stock Exchange.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Class A Common Shares and plan interests registered by The
E.W. Scripps Company (the "Company") pursuant to this Registration Statement
will be issued under the Company's 1997 Deferred Compensation and Phantom Stock
Plan for Senior Officers and Selected Executives (the "Plan").
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 Annual Report on Form 10-K for the year
ended December 31, 1996;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the Annual Report on
Form 10-K referenced above; and
(c) The description of the Company's Class A Common Shares
contained in the Company's Registration Statement on Form 10, declared
effective October 17, 1996, pursuant to Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The legality of the Class A Common Shares and the interests in
the Plan offered hereby has been passed upon for the Company by Baker &
Hostetler LLP, Cleveland, Ohio. John H. Burlingame, a director of the Company,
is a partner of Baker & Hostetler LLP.
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
Section 1701.13 of 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.
II-1
3
Item 8. Exhibits.
Exhibit Number Description of Exhibit
- -------------- ----------------------
4(a) The E.W. Scripps Company 1997 Deferred Compensation and
Phantom Stock Plan for Senior Officers and Selected
Executives
4(b) Articles of Incorporation of The E.W. Scripps Company(1)
4(c) Code of Regulations of The E.W. Scripps Company(1)
5 Opinion of Baker & Hostetler LLP as to legality of the
Class A Common Shares and interests in the Plan being
registered
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Baker & Hostetler LLP (included in Opinion
filed as Exhibit 5 hereto)
24(a) Power of Attorney (Registrant)
24(b) Power of Attorney (Directors and Officers)
- -----------------------
(1) Incorporated by reference from Registration Statement on Form 10 (File
No. 1-11969) filed on October 17, 1996.
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 and each filing of an employee benefit plan's annual report
pursuant to 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.
II-2
4
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.
II-3
5
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-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 May 22, 1997.
THE E.W. SCRIPPS COMPANY
By *
------------------------------------
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 May 22, 1997, by the following
persons in the capacities indicated below.
Signature Title
--------- -----
* President and Chief Executive Officer
- ---------------------------------- (Principal Executive Officer);
William R. Burleigh Director
* Senior Vice President, Finance
- ---------------------------------- & Administration (Principal Financial
Daniel J. Castellini and Accounting Officer)
* Chairman of the Board
- ----------------------------------
Lawrence A. Leser
* Director
- ----------------------------------
Charles E. Scripps
* Director
- ----------------------------------
Robert P. Scripps
* Director
- ----------------------------------
Paul K. Scripps
* Director
- ----------------------------------
John H. Burlingame
* Director
- ----------------------------------
Nicholas B. Paumgarten
II-4
6
* Director
- ----------------------------------
Daniel J. Meyer
* Director
- ----------------------------------
Ronald W. Tysoe
* Director
- ----------------------------------
Julie A. Wrigley
* 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
- --------------------------------------
William Appleton, Attorney-in-Fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the administrator of the Plan 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 May 22, 1997.
1997 DEFERRED COMPENSATION AND PHANTOM
STOCK PLAN FOR SENIOR OFFICERS AND
SELECTED EXECUTIVES
By: /s/ M. DENISE KUPRIONIS
--------------------------------------------
M. Denise Kuprionis, Administrator
7
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
4(a) The E.W. Scripps Company 1997 Deferred Compensation and
Phantom Stock Plan for Senior Officers and Selected Executives
4(b) Articles of Incorporation of The E.W. Scripps Company(1)
4(c) Code of Regulations of The E.W. Scripps Company(1)
5 Opinion of Baker & Hostetler LLP as to legality of the Class A
Common Shares and interests in the Plan being registered
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Baker & Hostetler LLP (included in Opinion filed as
Exhibit 5 hereto)
24(a) Power of Attorney (Registrant)
24(b) Power of Attorney (Directors and Officers)
- -------------------
(1) Incorporated by reference from Registration Statement on Form 10 (File
No. 1-11969) filed on October 17, 1996.