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): SEPTEMBER 13, 2004
(SEPTEMBER 10, 2004)
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
OHIO 0-16914 31-122339
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
312 WALNUT STREET, SUITE 2800, CINCINNATI, OHIO 45202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 977-3000
NOT APPLICABLE
(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS.
On July 29, 2004, we announced that our board of directors authorized a
two-for-one stock split in the form of a 100 percent stock dividend to
shareholders of record at the close of business on August 31, 2004, to be paid
and distributed on September 10, 2004. As a result, we distributed to each
shareholder of record at the close of business on August 31, 2004, one
additional Class A Common Share or one additional Common Voting Share for each
share of the respective class then owned. Our Class A Common Shares began
trading on a split-adjusted basis on September 13, 2004.
As a result of the stock split, and pursuant to Rule 416(b) under the Securities
Act of 1933, as amended, the number of Class A Common Shares registered under
our Registration Statement on Form S-3 (Registration No. 333-118071) relating to
the resale from time to time by The Edward W. Scripps Trust of up to 6,000,000
Class A Common Shares shall be deemed to cover an additional 6,000,000 Class A
Common Shares.
In addition, as a result of the stock split, and pursuant to Rule 416(b) under
the Securities Act of 1933, as amended, the number of Class A Common Shares
available for issuance under the following Registration Statements on Form S-8,
which relate to our equity-based compensation plans, will increase by one
hundred percent: 33-53953, 33-32740, 33-35525, 33-47828, 33-63398, 33-59701,
333-27621, 333-27623, 333-40767 and 333-89824.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
99.1 Press release issued by The E.W. Scripps Company on September
10, 2004, announcing the consummation of the two-for-one stock
split declared on July 29, 2004 for payment on September 10,
2004 to shareholders of record on August 31, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE E.W. SCRIPPS COMPANY
Date: SEPTEMBER 13, 2004 By: /s/ Joseph G. NeCastro
----------------------
Joseph G. NeCastro
Senior Vice President &
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
99.1 Press release issued by The E.W. Scripps Company on
September 10, 2004, announcing the consummation of the
two-for-one stock split declared on July 29, 2004 for
payment for payment on September 10, 2004 to shareholders
of record on August 31, 2004.