AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 2002
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE E. W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
OHIO 31-1223339
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
312 WALNUT STREET, CINCINNATI, OHIO 45202
(Address of Principal Executive Offices) (Zip Code)
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THE E.W. SCRIPPS COMPANY
LONG-TERM INCENTIVE PLAN
(Full title of the plan)
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M. DENISE KUPRIONIS
VICE PRESIDENT, CORPORATE SECRETARY, AND DIRECTOR OF LEGAL AFFAIRS
THE E. W. SCRIPPS COMPANY
312 WALNUT STREET
CINCINNATI, OHIO 45202
(Name and address of agent for service)
(513) 977-3835
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered (1) price-per share (2) offering price (2) registration fee
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Class A Common Shares 9,158,700 $ 74.94 $ 449,640,000 $41,367
$.01 par value
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(1) The registrant has previously registered 3,158,700 of the shares
included above under certain registration statements on Form S-8 (No.
333-14847, No. 333-14849 and No. 333-27623). Accordingly, pursuant to
Rule 429, such shares are not included in the calculation of the
registration fee.
(2) Estimated in accordance with Rules 457(c) and 457(h)(1) solely for the
purpose of determining the registration fee. The fee with respect to
the additional shares registered herein is based on the average of the
high and low sale prices on May 29, 2002, of the registrant's Class A
Common Shares as reported on the New York Stock Exchange.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Class A Common Shares registered by The E. W. Scripps Company (the
"Company") pursuant to this Registration Statement will be issued under the
Company's Long-Term Incentive Plan. The contents of the registration statement
on Form S-8 (No. 333-27623) are incorporated by reference herein.
EXHIBIT INDEX
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Exhibit
Number Exhibit Description
------ -------------------
5 Opinion of Baker & Hostetler LLP
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Baker & Hostetler LLP
(included in opinion filed as Exhibit 5 hereto)
24(a) Power of Attorney (Registrant)
24(b) Power of Attorney (Directors and Officers)
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cincinnati, State of Ohio, on June 5, 2002.
THE E.W. SCRIPPS COMPANY
By: *
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Kenneth W. Lowe
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on June 5, 2002, by the following persons
in the capacities indicated below.
Signature Title
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* President and Chief Executive Officer
-------------------------- (Principal Executive Officer); Director
Kenneth W. Lowe
* Senior Vice President, Finance & Administration
-------------------------- (Principal Financial and Accounting Officer)
Joseph NeCastro
* Chairman of the Board
--------------------------
William R. Burleigh
Director
--------------------------
Charles E. Scripps
* Director
--------------------------
Edward W. Scripps
* Director
--------------------------
Paul K. Scripps
* Director
--------------------------
John H. Burlingame
* Director
--------------------------
Nicholas B. Paumgarten
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* Director
--------------------------
Nackey E. Scagliotti
* Director
--------------------------
Ronald W. Tysoe
* Director
--------------------------
Julie A. Wrigley
* Director
--------------------------
Lee Masters
* William Appleton, by signing his name hereto, does sign this
Registration Statement on behalf of the persons indicated above
pursuant to powers of attorney duly executed by such persons and filed
as exhibits to this Registration Statement.
By: /s/ William Appleton
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William Appleton, Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Exhibit Description
------ -------------------
5 Opinion of Baker & Hostetler LLP
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Baker & Hostetler LLP
(included in opinion filed as Exhibit 5 hereto)
24(a) Power of Attorney (Registrant)
24(b) Power of Attorney (Directors and Officers)
II-4