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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) November 13, 1996
Commission File Number 1-16914
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
Delaware 51-0304972
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1105 N. Market Street
Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 478-4141
Not Applicable
(Former name, former address and former fiscal year, if
changed since last report.)
INDEX TO THE E. W. SCRIPPS COMPANY
CURRENT REPORT ON FORM 8-K DATED NOVEMBER 13, 1996
Item No. Page
5 Other Events 3
7 Financial Statements and Other Exhibits (1)
(1) Financial statements of The E.W. Scripps Company as of
December 31, 1995 and for the year then ended, and as of
September 30, 1996 and for the nine months then ended, are
incorporated herein by reference to The E.W. Scripps Company
Annual Report on Form 10-K (as amended) and to the The E.W.
Scripps Company Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, respectively. Financial statements
for Scripps Cable as of December 31, 1995 and for the year then
ended, and as of September 30, 1996 and for the nine months then
ended, are incorporated herein by reference to Amendment Numbers
5 and 7 to The E.W. Scripps Company Current Report on Form 8-K
dated December 28, 1995, respectively. Pro Forma financial
information as of December 31, 1995 and for the year then ended,
and as of September 30, 1996 and for the nine months then ended,
are incorporated herein by reference to Amendment Numbers 5
and 7 to The E.W. Scripps Company Current Report on Form 8-K
dated December 28, 1995, respectively.
Item 5. Other Information
On November 13, 1996 The E.W. Scripps Company ("Scripps")
completed the merger of its cable television systems with
Comcast Corporation ("Comcast").
Under the terms of the agreement announced on October 28,
1995, Scripps contributed all of its non-cable television
assets to Scripps Howard, Inc. ("SHI" - a wholly-owned
subsidiary of Scripps and the direct or indirect parent of
all of Scripps' operations) and SHI's cable television
system subsidiaries ("Scripps Cable") were transferred to
and held directly by Scripps. Scripps Cable was acquired
by Comcast through a tax-free merger (the "Merger") of
Scripps into Comcast. The remaining SHI business will
continue as "New Scripps", which was distributed in a tax-
free "spin-off" to Scripps shareholders (the "Spin-Off")
prior to the Merger and thereafter renamed The E.W.
Scripps Company. The Merger and Spin-off are collectively
referred to as the "Transactions."
In exchange for the cable systems, Scripps shareholders
received 93.048 million shares of Comcast stock. For each
share of Scripps owned, the holder received 1.158 Comcast
shares, based on the final terms determined at closing.
In connection with the Transactions, New Scripps was
recapitalized to include Common Voting Shares and Class A
Common Shares and the Articles of Incorporation of New
Scripps was further amended to provide for substantially the
same shareholder voting rights and other terms as the
Scripps Certificate of Incorporation provided for. Prior to
the Spin-Off New Scripps issued to Scripps: (i) a number of
New Scripps Common Voting Shares equal to the number of
shares of Scripps Common Voting Stock then outstanding and
(ii) a number of New Scripps Class A Common Shares equal to
the number of shares of Scripps Class A Common Stock then
outstanding. These shares were distributed to Scripps'
shareholders in the Spin-Off.
The New York Stock Exchange began "when-issued" trading of
the new Scripps security (the company excluding cable
television) on November 14, 1996. The symbol will remain
"SSP."
SIGNATURES
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
THE E.W. SCRIPPS COMPANY
Dated : November 18, 1996 By: /s/ D. J. Castellini
D. J. Castellini
Senior Vice President,
Finance & Administration