UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2011
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
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Ohio |
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0-16914 |
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31-1223339 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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312 Walnut Street Cincinnati, Ohio
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45202 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (513) 977-3000
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Not Applicable
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(Former name or former address if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
The Trustees of The Edward W. Scripps Trust (the Trust), the controlling shareholder of the
Company, informed us on June 16, 2011, that they filed, on June 15, 2011, a petition for
instructions and declaratory relief with an Ohio probate court that seeks (i) to prepare for the
administration of the Trust following its eventual termination, (ii) to determine the identities of
named beneficiaries and the identities of others who may be entitled to distributions from the
Trust, (iii) to authorize, subject to clause (iv) below, the Trustees to continue the investment
and management of the Trusts assets during the period between Trust termination and final
distribution of assets (winding-up period), (iv) to authorize the Trustees to vote the Common
Voting Shares of the Company during the winding-up period in accordance with the procedures set
forth in the Scripps Family Agreement and (v) to confirm the Trustees views on a number of other
issues.
The Trustees also informed us that the petition was filed under seal in accordance with Ohio court
rules and that the parties to the action are bound by a protective order issued by the court that
limits disclosure with respect to the proceedings. The Trustees stated that, given the foregoing,
they do not intend to provide us with updates on the status of the proceeding until any relevant
determination is made.
The Trust will terminate upon the death of one individual, who is currently 93 years of age. Upon
conclusion of the winding-up period, substantially all of its assets (including all shares of
capital stock of the Company held by the Trust) will be distributed to certain descendants of the
founder of the Company. Certain of these descendants have entered into the Scripps Family
Agreement, which will restrict transfer and govern voting of Common Voting Shares to be held by
them upon distribution of the Trust estate. The Scripps Family Agreement is summarized in the
Companys proxy statement and has been filed by the Company with the Securities and Exchange
Commission as an exhibit to its Form 10-K.
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