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) APRIL 24, 2003
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 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
312 WALNUT STREET 45202
CINCINNATI, OHIO (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (513) 977-3000
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
THE E.W. SCRIPPS COMPANY
Item 5. Other Events
The Edward W. Scripps Trust (the "Scripps Trust"), the controlling
shareholder of The E.W. Scripps Company (the "Company"), is offering
7,000,000 of the Class A Common Shares (the "Shares") of the Company
through Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce,
Fenner & Smith Incorporated (the "Underwriters") pursuant to an
Underwriting Agreement (the "Underwriting Agreement") dated April 24,
2003, among the Company, the Scripps Trust and the Underwriters. The
Shares are registered on a Registration Statement (the "Registration
Statement") on Form S-3 of the Company filed with the Securities and
Exchange Commission on March 25, 2003 (file number 333-104008). Filed
herewith as Exhibit 1.1 is the Underwriting Agreement, which is
incorporated by reference in the Registration Statement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits. The following exhibits are being filed herewith:
1.1 Underwriting Agreement dated April 24, 2003, among The E.W.
Scripps Company, The Edward W. Scripps Trust, Morgan Stanley &
Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith
Incorporated.
2
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/ E. John Wolfzorn
------------------------------
E. John Wolfzorn
Vice President and Treasurer
Dated: April 24, 2003
THE E.W. SCRIPPS COMPANY
INDEX TO EXHIBITS
EXHIBIT
NO. ITEM PAGE
------- ------- -------
1.1 Underwriting Agreement dated April 24, 2003, among The
E.W. Scripps Company, The Edward W. Scripps Trust,
Morgan Stanley & Co. Incorporated and Merrill Lynch,
Pierce, Fenner & Smith Incorporated (incorporated by
reference to Registration Statement on Form S-3 (File
No. 333-104008)).
3