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) July 15, 2008

THE E.W. SCRIPPS COMPANY

(Exact name of registrant as specified in its charter)

Ohio		0-16914		31-1223339
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer 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

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):

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))

 

 

THE E.W. SCRIPPS COMPANY

INDEX TO CURRENT REPORT ON FORM 8-K

Item No.				Page
5.03		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year		3
9.01		Financial Statements and Exhibits		4

Item 5.03.		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 15, 2008, at a special meeting, the holders of Common Voting Shares and Class A Common Shares of The E. W. Scripps Company (the “Company”) approved a 1-for-3 reverse split by means of an amendment to the Company’s Articles of Incorporation pursuant to which: (i) each issued and outstanding Common Voting Share will be reclassified and changed into one-third (1/3) of a Common Voting Share, (ii) each issued and outstanding Class A Common Share will be reclassified and changed into one-third (1/3) of a Class A Common Share, and (iii) the Company’s stated capital account shall be reduced proportionately. Any fractional interest in a Common Voting Share or Class A Common Share that exists after giving effect to the amendment will be paid in cash. The reverse split takes effect July 16, 2008.

Item 9.01.		Financial Statements and Exhibits

     (c) Exhibits

Exhibit Number		Description of Item
3.1		Second Amendment to the Amended and Restated Articles of Incorporation

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
		BY:		/s/ Douglas F. Lyons
				Douglas F. Lyons
				Vice President and Controller
Dated: July 16, 2008

Exhibit 3.1

SECOND AMENDMENT
TO THE
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
THE E. W. SCRIPPS COMPANY
Charter No. 713217

     The following amendment to the Amended and Restated Articles of Incorporation of The E. W. Scripps Company (the “Corporation”) was adopted by a majority vote of the shareholders of the Corporation at a special meeting held on July 15, 2008 and pursuant to the authority of Section 1701.71(A)(1) and 1701.73(A) and (C) of the Ohio Revised Code:

     RESOLVED, that the Amended and Restated Articles of Incorporation of the Corporation, be and they hereby are amended to add the following Section D to Article FOURTH:

     D. Reverse Share Split of Common Voting Shares and Class A Common Shares.

          1. Reverse Share Split. Effective on the date and time this First Amendment is accepted by the Secretary of State of the State of Ohio (the “Effective Time”) (a) each issued and outstanding Common Voting Share shall automatically, without further action on the part of the Corporation or any holder of Common Voting Shares, be reclassified as and changed into one-third (1/3) of a Common Voting Share and (b) each issued and outstanding Class A Common Share shall automatically, without further action on the part of the Corporation or any holder of Class A Common Shares, be reclassified as and changed into one-third (1/3) of a Class A Common Share (together, the “Reverse Share Split”). Each outstanding share certificate which immediately prior to the Effective Time represented one or more Common Voting Shares or Class A Common Shares shall thereafter, automatically and without the necessity of surrendering the same for exchange, represent the number of whole Common Voting Shares or Class A Common Shares, as applicable, equal to the product of (x) the number of Common Voting Shares or Class A Common Shares held by such holder immediately prior to the Effective Time and (y) one-third (1/3), rounded down to the nearest whole integer, and Common Voting Shares and Class A Common Shares held in uncertificated form shall be treated in the same manner.

          2. Cash-Out of Fractional Shares. In connection with the Reverse Share Split, the Corporation shall not issue or deliver any fractional Common Voting Shares or Class A Common Shares. After giving effect to the Reverse Share Split, each fractional interest in a Common Voting Share or Class A Common Share shall be converted into the right to receive an amount in cash equal to the product of (x) such fractional interest to which the holder would otherwise be entitled as a result of the Reverse Share Split and (y) the closing sale price of the Class A Common Shares (on a post-reverse-split basis as adjusted for this First Amendment) on the trading day immediately prior to the Effective Time on the New York Stock Exchange, or if the principal exchange on which the Class A Common Shares are then traded is other than the New York Stock Exchange, such exchange as may be applicable.

          3. Reduction in Stated Capital. At the Effective Time, the stated capital of (i) the Common Voting Shares and (ii) the Class A Common Shares, shall be reduced proportionally to the reduction in the number of issued and outstanding shares of each class pursuant to the Reverse Share Split.

     IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 15^th day of July, 2008.

		The E. W. Scripps Company
		/s/ Mary Denise Kuprionis
		Mary Denise Kuprionis
		Vice President, Secretary and
		Chief Ethics & Compliance Officer