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.
EXHIBIT 99.1 SCRIPPS STOCK SPLIT IS CONSUMMATED For immediate release (NYSE:SSP) Sept. 10, 2004 CINCINNATI, Ohio - The two-for-one stock split authorized by the Board of Directors of The E.W. Scripps Company on July 29 in the form of a 100 percent stock dividend to shareholders of record at the close of business on Aug. 31 was paid today. Scripps shareholders received one additional share for each share held on Aug. 31. The company's Class A Common Shares, which are listed on the New York Stock Exchange, will begin trading on a split-adjusted basis on September 13, 2004. The stock split will not change the proportionate interest a shareholder maintains in the company. ABOUT SCRIPPS The E.W. Scripps Company is a diverse media concern with interests in national lifestyle television networks, newspaper publishing, broadcast television, television retailing, interactive media and licensing and syndication. All of the company's media businesses provide content and advertising services via the Internet. Scripps is organized into the following operating divisions. SCRIPPS NETWORKS, which includes the company's growing portfolio of popular lifestyle television networks. Scripps Networks brands include Home & Garden Television, Food Network, DIY -- Do It Yourself Network and Fine Living. Scripps Networks Web sites include FoodNetwork.com, HGTV.com, DIYnetwork.com and fineliving.com. Scripps Networks programming can be seen in 86 countries. SCRIPPS NEWSPAPERS, including daily and community newspapers in 17 markets and the Washington-based Scripps Media Center, home to the Scripps Howard News Service. Scripps newspapers include the Rocky Mountain News in Denver, the Commercial Appeal in Memphis, the Knoxville (Tenn.) News-Sentinel and the Ventura County (Calif.) Star. SCRIPPS TELEVISION STATION GROUP, including six ABC-affiliated stations, three NBC affiliates and one independent. Scripps operates broadcast television stations in Detroit, Cleveland, Cincinnati, Phoenix, Tampa, Baltimore, Kansas City, Mo., West Palm Beach, Fla., Tulsa, Okla., and Lawrence, Kan. SHOP AT HOME NETWORK, the company's television retailing subsidiary, which markets a growing range of consumer goods directly to television viewers and visitors to the Shop At Home Web site, shopathometv.com. Shop At Home reaches about 50 million full-time equivalent U.S. households, including 5 million households via five Scripps-owned Shop At Home affiliated television stations. UNITED MEDIA, a leading licensing and syndication company. United Media is the worldwide licensing and syndication home of Peanuts, Dilbert, For Better or For Worse and about 150 other features and characters.