UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
Commission File Number 0-16914
THE E. W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
| Ohio | 31-1223339 | |
| (State or other jurisdiction of | (IRS Employer | |
| incorporation or organization) | Identification Number) |
| 312 Walnut Street Cincinnati, Ohio |
45202 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (513) 977-3000
| Title of each class |
Name of each exchange on which registered | |
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Class A Common Shares, $.01 par value | New York Stock Exchange | |
| Securities registered pursuant to Section 12(g) of the Act: | ||
| Not applicable | ||
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes x No ¨
The aggregate market value of Class A Common Shares of the Registrant held by non-affiliates of the Registrant, based on the $77.00 per share closing price for such stock as of June 28, 2002, was approximately $2,412,000,000. All Class A Common Shares beneficially held by executives and directors of the registrant and The Edward W. Scripps Trust have been deemed, solely for the purpose of the foregoing calculation, to be held by affiliates of the registrant. There is no active market for our common voting shares.
As of February 28, 2003, there were 61,761,513 of the Registrant’s Class A Common Shares, $.01 par value per share, outstanding and 18,369,163 of the Registrant’s Common Voting Shares, $.01 par value per share, outstanding.
Certain information required for Part III of this report is incorporated herein by reference to the proxy statement for the 2003 annual meeting of shareholders.
EXPLANATORY NOTE
This amendment to The E.W. Scripps Company Annual Report on Form 10-K for the year ended December 31, 2002 is being filed solely to modify the accelerated filer public float disclosure on the cover page of this 10-K/A.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934 the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized.
| THE E. W. SCRIPPS COMPANY | ||||||||
| Dated: | December 29, 2003 |
By: | /s/ Joseph G. NeCastro | |||||
| Joseph G. NeCastro Senior Vice President and Chief Financial Officer | ||||||||
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EXHIBIT 31(a)
Rule 13a-14(a)/15d-14(a) Certifications
CERTIFICATIONS
I, Kenneth W. Lowe, certify that:
| 1. | I have reviewed this report on Form 10-K/A of The E.W. Scripps Company; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: | December 29, 2003 |
BY: | /s/ Kenneth W. Lowe | |||||
| Kenneth W. Lowe President and Chief Executive Officer | ||||||||
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EXHIBIT 31(b)
Rule 13a-14(a)/15d-14(a) Certifications
CERTIFICATIONS
I, Joseph G. NeCastro, certify that:
| 1. | I have reviewed this report on Form 10-K/A of The E.W. Scripps Company; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
| Date: | December 29, 2003 |
BY: | /s/ Joseph G. NeCastro | |||||
| Joseph G. NeCastro Senior Vice President and Chief Financial Officer | ||||||||
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