<PAGE> 1
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- --------------------------------------------------------------------------------
SCHEDULE 14A
(Rule 14A)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14A-6(E)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
THE E.W. SCRIPPS COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________
(5) Total fee paid: ________________________________________________
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ________________________________________
(2) Form, Schedule or Registration Statement No.: __________________
(3) Filing Party:___________________________________________________
(4) Date Filed:_____________________________________________________
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<PAGE> 2
[LOGO]
THE E.W. SCRIPPS COMPANY
1105 N. MARKET STREET
WILMINGTON, DELAWARE 19801
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 3, 1995
------------------
TO THE SHAREHOLDERS OF THE E.W. SCRIPPS COMPANY
You are cordially invited to attend the Annual Meeting of the Stockholders
of The E.W. Scripps Company (the "Company") which will be held at the Queen City
Club, Cincinnati, Ohio, on Wednesday, May 3, 1995 at 10:00 a.m., local time for
the following purposes:
1. To elect nine persons to serve as directors for the ensuing year.
2. To adopt a stock option plan for directors elected by the holders
of the Company's Class A Common Stock.
3. To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on March 16, 1995 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
By order of the Board of Directors,
M. DENISE KUPRIONIS,
Corporate
Secretary
March 29, 1995
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO
COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
<PAGE> 3
THE E.W. SCRIPPS COMPANY
1105 N. MARKET STREET
WILMINGTON, DELAWARE 19801
------------------
PROXY STATEMENT
1995 ANNUAL MEETING
MAY 3, 1995
This proxy statement, which together with the accompanying notice, proxy,
and annual report, is being mailed to stockholders on or about March 30, 1995,
is furnished in connection with the solicitation of proxies for use at the
Annual Meeting of Stockholders of The E.W. Scripps Company, a Delaware
corporation (the "Company"), to be held on Wednesday, May 3, 1995.
The close of business on March 16, 1995, has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
meeting.
On March 1, 1995, the Company had outstanding 59,675,019 shares of Class A
Common Stock, $.01 par value per share ("Class A Common Stock"), and 20,174,833
shares of Common Voting Stock, $.01 par value per share ("Common Voting Stock").
Holders of Class A Common Stock are entitled to elect the greater of three or
one-third of the directors of the Company but are not entitled to vote on any
other matters except as required by Delaware law. Holders of Common Voting Stock
are entitled to elect all remaining directors and to vote on all other matters
requiring a vote of stockholders. Each share of Class A Common Stock and Common
Voting Stock is entitled to one vote upon matters on which such class of stock
is entitled to vote.
PROPOSAL 1
ELECTION OF DIRECTORS
A Board of nine directors is to be elected, three by the holders of Class A
Common Stock voting separately as a class and six by the holders of Common
Voting Stock voting separately as a class. In the election, the nominees
receiving the greatest number of votes will be elected. All directors will hold
office until the next Annual Meeting of Stockholders and until their respective
successors are elected and qualified.
Each proxy for Class A Common Stock executed and returned by a holder of
such stock will be voted for the election of the three directors hereinafter
shown as nominees for such class of stock, unless otherwise indicated on such
proxy. Each proxy for Common Voting Stock executed and returned by a holder of
such stock will be voted for the election of the six directors hereinafter shown
as nominees for such class of stock unless indicated on such proxy. Although the
Board of Directors does not contemplate that any of the nominees hereinafter
named will be unavailable for election, in the event that any such nominee is
unable to serve, the proxies will be voted for the remaining nominees and for
such other person(s), if any, as the Board may propose.
1
<PAGE> 4
The following table sets forth certain information as to each of the
nominees for election to the Board of Directors.
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION OR OCCUPATION/BUSINESS
NAME AGE SINCE EXPERIENCE FOR PAST FIVE YEARS
- --------------------------- --- -------- -----------------------------------------------------------
<S> <C> <C> <C>
NOMINEES FOR ELECTION BY HOLDERS OF CLASS A COMMON STOCK
Daniel J. Meyer(1) 58 1988 Chairman since January 1, 1991, Chief Executive Officer
since April 24, 1990, President and Chief Operating Officer
from November 1987 through April 1990, of Cincinnati
Milacron Inc. (a manufacturer of metal working and plastics
processing machinery and systems).
Nicholas B. Paumgarten 49 1988 Managing Director of J.P. Morgan & Co. Inc. since February
10, 1992 (an investment banking firm); Managing Director of
Dillon, Read & Co. Inc. from March 19, 1991 through
February 9, 1992 (an investment banking firm); Managing
Director from 1981 through March 18, 1991 of The First
Boston Corporation (an investment banking firm).
David R. Huhn 57 1991 Retired; President of McAlpin's, a subsidiary of Mercantile
Stores Co., Inc. from October 16, 1991 through February 3,
1994; Chairman and Chief Executive Officer from September
1989 through October 15, 1991, of Mercantile Stores Co.,
Inc.
NOMINEES FOR ELECTION BY HOLDERS OF COMMON VOTING STOCK
John H. Burlingame(2) 61 1988 Executive Partner since 1982 of Baker & Hostetler (law
firm).
William R. Burleigh 59 1990 President of the Company since August 1994, Chief Operating
Officer since May 1994, Executive Vice President from March
1990 through May 1994, Senior Vice President/Newspapers and
Publishing of the Company from September 1986 to March
1990; and Vice President and General Editorial Manager of
the Company from January 1984 to September 1986.
Lawrence A. Leser(3) 59 1977 Chairman of the Company since August 1994, Chief Executive
Officer since July 1985, President from July 1985 through
August 1994.
Charles E. Scripps(4) 75 1946 Chairman of the Executive Committee of the Company since
August 1994, Chairman of the Board of Directors of the
Company from 1953 to August 1994.
Paul K. Scripps(5) 49 1986 Chairman since December 1989, Vice Chairman and Editorial
Director from December 1988 through December 3, 1989, of
John P. Scripps Newspapers, a subsidiary of the Company.
Robert P. Scripps(6) 77 1949 A Director of the Company since 1949.
</TABLE>
- ---------------
(1) Mr. Meyer is a director of Cincinnati Milacron Inc., Star Bank Corporation
(bank holding company) and Hubbell Incorporated (manufacturer of wiring and
lighting devices). Mr. Meyer is a nominee for election as a director of
Sunbeam-Oster Company, Inc. at its 1995 annual meeting of shareholders.
(2) Mr. Burlingame is a Trustee of The Edward W. Scripps Trust.
(3) Mr. Leser is a director of Union Central Life Insurance Company and is a
nominee for election as a director of AK Steel Holding Corporation at its
1995 annual meeting of shareholders. Mr. Leser is currently a director of
KeyCorp (a bank holding company), although he is not standing for
re-election at the May 1995 annual meeting of shareholders.
(4) Mr. Charles E. Scripps is the brother of Robert P. Scripps and Chairman of
the Board of Trustees of The Edward W. Scripps Trust.
(5) Mr. Paul K. Scripps serves as a director of the Company pursuant to an
agreement between The Edward W. Scripps Trust and John P. Scripps. See
"Certain Transactions--John P. Scripps Newspapers."
(6) Mr. Robert P. Scripps is a Trustee of The Edward W. Scripps Trust and the
brother of Charles E. Scripps.
2
<PAGE> 5
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board held four regularly scheduled and three special meetings during
1994. Each director of the Company attended all of these meetings, except one
director who was unable to attend one special meeting.
COMMITTEES
The Board of Directors of the Company has an Executive Committee, an Audit
Committee and a Compensation Committee.
Charles E. Scripps, Lawrence A. Leser and John H. Burlingame are the
members of the Executive Committee. The Executive Committee exercises all of the
powers of the Board in the management of the business and affairs of the Company
between Board meetings, except the power to fill vacancies on the Board or its
committees. The Executive Committee held three meetings during 1994. Each member
of the Executive Committee attended each of the meetings.
Daniel J. Meyer, Nicholas B. Paumgarten and David R. Huhn are the members
of the Audit Committee, which nominates the independent auditors each year,
reviews the audit plans of both the internal and independent auditors, evaluates
the adequacy of and monitors compliance with corporate accounting policies, and
reviews the Company's annual financial statements. The internal and independent
auditors have unrestricted access to the Audit Committee. The Audit Committee
held two meetings during 1994. Each member of the Audit Committee attended both
meetings.
Charles E. Scripps, Daniel J. Meyer and David R. Huhn are the members of
the Compensation Committee, which establishes the overall compensation policy of
the Company, determines compensation of senior management and administers the
Company's Long-Term Incentive Plan. The Compensation Committee held four
meetings during 1994. Each member of the Compensation Committee attended all of
such Committee's meetings.
COMPENSATION OF DIRECTORS
During 1994, each director elected by the holders of the Class A Common
Stock received an annual fee of $22,000, and an additional $2,000 for each
meeting that he attended of the Board of Directors or a committee thereof on
which he served. Additionally, for each committee of which he was chairman, such
director received an annual fee of $3,000. Directors elected by the holders of
the Common Voting Stock, with the exception of Mr. Charles E. Scripps, do not
receive any compensation for services as directors or committee members.
Pursuant to an employment agreement with the Company, Mr. Charles E.
Scripps received $328,542 for his services in 1994 as Chairman of the Board of
Directors. This agreement was terminated when Mr. Scripps retired in August
1994. At such time, he was elected Chairman of the Executive Committee of the
Company and receives a fee for such services at the annual rate of $50,000. Mr.
Scripps does not receive any additional fees for his attendance at Board and
Committee meetings.
On December 13, 1994, the Board of Directors approved a stock option plan
for the directors elected by the holders of the Company's Class A Common Stock.
Subject to approval by the holders of Common Voting Stock at the 1995 Annual
Meeting of Stockholders, Messrs. Meyer, Paumgarten and Huhn each received an
option under this plan for 5,000 shares of Class A Common Stock, with an
exercise price of $30.13, the fair market value of the Class A Common Stock on
the date the grant was authorized, exercisable from December 9, 1995 until
December 9, 2004. See "Proposal 2--Adoption of a Stock Option Plan for
Non-Employee Directors Elected by the Holders of the Company's Class A Common
Stock."
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<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information with respect to persons
known to management to be the beneficial owners, as of March 1, 1995, of more
than five percent of the Company's outstanding Class A Common Stock or Common
Voting Stock. Unless otherwise indicated, the persons named in the table have
sole voting and investment power with respect to all shares shown therein as
being beneficially owned by them.
<TABLE>
<CAPTION>
COMMON
NAME AND ADDRESS CLASS A VOTING
OF BENEFICIAL OWNER COMMON STOCK PERCENT STOCK PERCENT
- ---------------------------------------- ------------ ------- ---------- -------
<S> <C> <C> <C> <C>
The Edward W. Scripps Trust(1) 32,610,000 54.7% 16,040,000 79.5%
312 Walnut Street
P.O. Box 5380
Cincinnati, Ohio
Jack R. Howard(2) 3,659,198 6.1% 170,000 .8%
c/o Scripps Howard, Inc.
Attn: Corporate Secretary
312 Walnut Street
P.O. Box 5380
Cincinnati, Ohio
Paul K. Scripps and 189,097 .3% 1,616,113 8.0%
John P. Scripps Trust(3)
525 C Street, Suite 306
San Diego, California
Wellington Management Company(4) 3,442,030 5.8% -0- -0-
75 State Street
Boston, Massachusetts
The Capital Group Companies, Inc.(5) 3,113,400 5.2% -0- -0-
333 South Hope Street
Los Angeles, California
Chemical Bank, Trustee(6) 71,367 .1% 1,482,000 7.3%
270 Park Avenue
New York, New York
</TABLE>
- ---------------
(1) Under the Trust Agreement establishing The Edward W. Scripps Trust (the
"Trust"), the Trust must retain voting stock sufficient to ensure control of
the Company until the final distribution of the Trust estate unless earlier
stock dispositions are necessary for the purpose of preventing loss or
damage to such estate. The Trustees of the Trust are Charles E. Scripps,
Robert P. Scripps and John H. Burlingame. The Trust will terminate upon the
death of the last to survive of four persons specified in the Trust, the
youngest of whom is 71 years of age. Upon the termination of the Trust,
substantially all of its assets (including all shares of capital stock of
the Company held by the Trust) will be distributed to the grandchildren of
Robert Paine Scripps (a son of Edward W. Scripps), of whom there are 28.
Certain of these grandchildren have entered into an agreement among
themselves, other cousins and the Company which will restrict transfer and
govern voting of shares of Common Voting Stock to be held by them upon
termination of the Trust and distribution of the Trust estate. See "Certain
Transactions--Scripps Family Agreement."
(2) The shares listed for Mr. Howard consist of 3,327,385 shares of Class A
Common Stock and 170,000 shares of Common Voting Stock held in an
irrevocable trust established for the benefit of Mr. Howard and his wife and
of which Mr. Howard and his wife are the sole trustees; and 331,813 shares
of Class A Common Stock owned by Mr. Howard's wife. Mr. Howard disclaims any
beneficial interest in these shares except those held in the irrevocable
trust.
(3) See footnote 7 to the table under "Security Ownership of Management."
4
<PAGE> 7
(4) Wellington Management Company ("Wellington"), an investment advisory firm,
has filed a Schedule 13G with the Securities and Exchange Commission with
respect to the Company's Class A Common Stock. According to the Schedule 13G
for the year ended December 31, 1994, the shares listed in the table are
owned by various clients of Wellington, which possesses investment or voting
power with respect to such shares pursuant to the provisions of investment
advisory agreements with such clients.
(5) The Capital Group Companies, Inc. ("Capital"), the parent company of six
investment management companies, has filed a Schedule 13G with the
Securities and Exchange Commission with respect to the Company's Class A
Common Stock. According to the Schedule 13G for the year ended December 31,
1994, the shares listed in the table are owned by various clients of
Capital, which possesses investment or voting power with respect to such
shares pursuant to the provisions of investment advisory agreements with
such clients.
(6) The 71,367 shares of Class A Common Stock and 1,482,000 shares of Common
Voting Stock shown are held in two trusts of which Chemical Bank is the sole
trustee. These trusts were established by Jack R. Howard's parents for the
benefit of his sister.
SECURITY OWNERSHIP OF MANAGEMENT
The following information is set forth with respect to the shares of the
Company's Class A Common Stock and Common Voting Stock beneficially owned as of
March 1, 1995, by each director and each nominee for election as a director of
the Company, by each named executive, and by all directors and executive
officers of the Company as a group. Unless otherwise indicated, the persons
named in the table have sole voting and investment power with respect to all
shares shown therein as being beneficially owned by them.
<TABLE>
<CAPTION>
NAME OF INDIVIDUAL COMMON
OR NUMBER OF PERSONS CLASS A VOTING
IN GROUP COMMON STOCK PERCENT STOCK PERCENT
- ------------------------------- ------------ ------- ---------- -------
<S> <C> <C> <C> <C>
William R. Burleigh(1) 32,515 * -- --
John H. Burlingame(2) 0 -- -- --
David R. Huhn(3) 500 * -- --
Lawrence A. Leser(4) 34,240 * -- --
Daniel J. Meyer 300 * -- --
Nicholas B. Paumgarten(5) 3,250 * --
Charles E. Scripps(2)(6) 39,680 * -- --
Paul K. Scripps(7) 189,097 * 1,616,113 8.0%
Robert P. Scripps(2) 0 -- -- --
Daniel J. Castellini(8) 24,735 * -- --
Paul F. (Frank) Gardner(9) 26,974 * -- --
Craig C. Standen(10) 11,355 * -- --
All directors and executive
officers as a group
(18 persons)(11) 33,000,116 55.3% 17,656,113 87.5%
</TABLE>
- ---------------
* Shares owned represent less than one percent of the outstanding shares of such
class of stock.
(1) The shares listed for Mr. Burleigh do not include 165,000 shares of Class
A Common Stock underlying exercisable options held by him.
(2) This person is a Trustee of the Trust and has the power, together with the
other Trustees of the Trust, to vote and dispose of the 32,610,000 shares
of Class A Common Stock and the 16,040,000 shares of Common Voting Stock
of the Company held by the Trust. Messrs. Charles E. Scripps and Robert P.
Scripps have a life income interest in the Trust. Mr. Burlingame disclaims
any beneficial interest in the shares held by the Trust.
(3) The shares listed for Mr. Huhn are held jointly with his wife.
5
<PAGE> 8
(4) The shares listed for Mr. Leser include 5,500 shares of Class A Common
Stock owned by his wife and 640 shares of Class A Common Stock owned by
one of his children. Mr. Leser disclaims any beneficial interest in these
shares. The shares listed do not include 285,500 shares of Class A Common
Stock underlying exercisable options held by Mr. Leser.
(5) The shares listed for Mr. Paumgarten include 2,000 shares of Class A
Common Stock held in trusts for the benefit of Mr. Paumgarten's sons, and
850 shares owned by his wife. Mr. Paumgarten is the sole trustee of the
aforesaid trusts. Mr. Paumgarten disclaims beneficial ownership of the
shares held in such trusts and the shares owned by his wife.
(6) The shares listed for Mr. Charles E. Scripps include 300 shares of Class A
Common Stock owned by his wife. Mr. Scripps disclaims any beneficial
interest in these shares.
(7) The shares listed for Mr. Paul K. Scripps include 119,520 shares of Common
Voting Stock and 400 shares of Class A Common Stock held in various trusts
for the benefit of certain relatives of Paul K. Scripps and 100 shares of
Class A Common Stock owned by his wife. Mr. Scripps is a trustee of the
aforesaid trusts. Mr. Scripps disclaims beneficial ownership of the shares
held in such trusts and the shares owned by his wife. The shares listed
also include 1,445,453 shares of Common Voting Stock and 188,497 shares of
Class A Common Stock held by five trusts of which Mr. Scripps is a
trustee. Mr. Scripps is the sole beneficiary of one of such trusts,
holding 349,018 shares of Common Voting Stock and 47,124 shares of Class A
Common Stock. He disclaims beneficial ownership of the shares held in the
other four trusts.
(8) The shares listed for Mr. Castellini include 1,000 shares of Class A
Common Stock owned by his wife. Mr. Castellini disclaims any beneficial
interest in these shares. The shares listed for Mr. Castellini do not
include 109,000 shares of Class A Common Stock underlying exercisable
options held by him.
(9) The shares listed for Mr. Gardner do not include 56,500 shares of Class A
Common Stock underlying exercisable options held by him.
(10) The shares listed for Mr. Standen include 180 shares held by Mr. Standen
as custodian for the benefit of his children. Mr. Standen disclaims any
beneficial interest in these shares. The shares listed for Mr. Standen do
not include 40,275 shares of Class A Common Stock underlying exercisable
options held by him.
(11) The shares listed include 32,610,000 shares of Class A Common Stock and
16,040,000 shares of Common Voting Stock of the Company owned by the
Trust.
REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
THE COMMITTEE
This report is submitted by the members of the Compensation Committee,
Messrs. Daniel J. Meyer, Charles E. Scripps and David R. Huhn. The Committee
makes decisions on the compensation of the Company's senior executives. All
Committee actions are reviewed by the Board of Directors of The E.W. Scripps
Company.
Mr. Meyer and Mr. Huhn are independent directors and have no "interlocking"
relationships as defined by the Securities and Exchange Commission. Mr. Scripps
is Chairman of the Company's Executive Committee and Chairman of the Board of
Trustees of The Edward W. Scripps Trust. In August 1994, Mr. Scripps resigned as
Chairman of the Board of Directors of the Company and retired from the Company.
His retirement terminated an employment agreement with the Company. For
additional information concerning this agreement, please see "Information
Concerning the Board of Directors and its Committees--Compensation of
Directors."
To evaluate the appropriateness of the Company's compensation program, the
Committee from time to time retains the services of Independent Consulting
Resources, Inc., the Company's compensation consultant.
6
<PAGE> 9
PHILOSOPHY
The E.W. Scripps Company's compensation policy for senior officers and
certain other executives is designed to attract and retain a highly qualified
management team. The Company supports a pay-for-performance program designed to
motivate executives to achieve target operating results set forth in the
Company's strategic plan and to reward them for accomplishing these targets. A
primary objective of the policy is to ensure that the compensation provided to
the senior managers is linked to the Company's business strategies, thereby
aligning the financial interests of these executives with those of the Company's
shareholders.
The compensation program is reviewed annually and is comprised primarily of
cash compensation, including salary and annual bonus, and grants of restricted
stock and non-qualified stock options under the Company's 1987 Long-Term
Incentive Plan. The Company believes its compensation policy is fair to both its
employees and its shareholders and is competitive within the industry.
Additionally, the Company's compensation philosophy serves to strengthen and
reinforce the Company's Statement of Purpose.
THE E.W. SCRIPPS COMPANY'S STATEMENT OF PURPOSE
The Company aims at excellence in the products and services it produces and
responsible service to the communities in which it operates. The Company's
purpose is to continue to engage in successful, growing enterprises in the
fields of information and entertainment. The Company intends to expand, to
develop and acquire new products and services, and to pursue new market
opportunities. Its focus shall be long-term growth for the benefit of its
shareholders and employees.
COMPONENTS OF THE COMPENSATION PROGRAM
BASE SALARY
The Company participates annually in the Towers Perrin Media Industry
Compensation Survey (the "Survey"), which is widely used in its industry and
gives relevant compensation information on executive positions. The Company
strives to place fully competent and high performing executives at the median
level of compensation no later than two to three years after attaining their
position. The 75th percentile may be in reach for exceptional performers. Actual
base salaries for the Chief Executive Officer and other named executives during
the last fiscal year were consistent with this policy. None of the named
executives have employment contracts with the Company.
The Survey provides compensation analyses for executives in the media
industry based on revenues, industry segments (e.g., publishing, broadcasting,
cable) and market type and size. The statistical information, including revenues
and compensation levels, provided by Survey participants is utilized by the
Survey to develop statistical equations based on revenues, industry segments and
markets. These equations, along with other data, are used by the Company to
determine the median and other levels of compensation of executives of media
companies with profiles comparable to those of the Company.
The field of Survey participants is drawn from six major media areas:
newspaper publishing, television stations, radio stations, cable systems,
magazine publishing and book and information publishing. In the most recent
Survey, there were approximately 75 participants, which included all of the
corporations in the Company's peer group index. In studying compensation
practices at comparable companies, the Company does not believe it should limit
itself to only reviewing compensation practices of the companies designated in
its peer group since it could compete for executive talent with a much broader
group of communications companies.
In deciding if an annual base salary increase is appropriate for a specific
executive, several factors are taken into account. These factors include an
examination of the compensation
7
<PAGE> 10
guidelines suggested by the Survey, an evaluation of the responsibilities of the
executive's position, consideration of the executive's contributions to the
Company during the year and over the course of his employment by the Company,
and a review of the Company's overall corporate performance during the year.
This review of corporate performance does not follow a specific format, but
rather involves the Committee's consideration of the Company's financial
performance and achievement of strategic objectives. None of these factors are
assigned specific weights. Rather, the Committee's analysis is based on its view
of the aggregate impact of these factors.
Mr. Lawrence A. Leser was elected Chairman of the Company in August 1994.
He retains the position of Chief Executive Officer, which he has held since
1985. As reflected in the Summary Compensation Table, Mr. Leser received a
$20,000 (3.17%) annual base salary increase in 1994. Effective January 1, 1995,
Mr. Leser's annual salary was increased to $675,000, a 3.85% increase over his
1994 annual base pay. According to the Survey, Mr. Leser's salary places him
between the median and the 75th percentile for his job position. The adjustment
in Mr. Leser's salary was based on a review of the Survey guidelines and on a
review of his contributions to the Company in achieving its financial,
operational and strategic goals. The Committee also considered Mr. Leser's
individual performance during the last fiscal year, the initiatives and programs
he has put in place and his long-term contributions to the success of the
Company. Particularly, the Committee noted that during 1994 Mr. Leser was
elected to the position of Chairman of the Board of Directors and that he played
a significant role in the Company's acquisition of the minority interest in
Scripps Howard Broadcasting Company, now a wholly owned subsidiary of the
Company. Additionally, with his leadership the Company was able to reach an
agreement to acquire Bagwell Communications/Cinetel Productions, one of the
country's largest independent producers of cable television programming, and to
complete the sale of the copyrights and syndication and licensing rights for
"Garfield" to a company owned by the creator of "Garfield". The Committee also
recognized Mr. Leser's important contributions during two key events affecting
the Company's television division. The Company had three television stations
which were affiliated with the Fox network when Fox in an unanticipated
announcement moved its television programming to competing television stations.
The Company, however, was able to secure other major network affiliations and
accepted the challenge to create three brand new, full-scale news operations.
Mr. Leser was also instrumental in negotiations with respect to a historic
ten-year television station affiliation agreement entered into in 1994 between
the Company and Capital Cities/ABC, Inc.
Three of the remaining four named executives were also eligible, based on
the criteria noted above, for base salary increases effective January 1, 1995.
These increases were recommended by the Chief Executive Officer and were
consistent with the Company's compensation philosophy. One named executive did
not receive a base salary increase effective January 1, 1995 because he had
received a salary increase in August 1994 when he was elected an officer of the
Company.
ANNUAL BONUS
The annual bonus plan promotes the Company's pay-for-performance philosophy
by providing executives with an opportunity to earn annual cash bonuses based on
the achievement of specific performance goals. In 1994, the Company used two
performance measures, the achievement of operating cash flow targets and an
earnings-per-share target. In setting these targets, the Committee took into
account the importance of earnings growth to the Company. The operating cash
flow target in each individual's bonus plan was based on his particular area of
responsibility. The Committee believes that linking executive compensation to an
earnings-per-share target directly ties the executive's interests and rewards to
those of its shareholders.
The Chief Executive Officer's maximum bonus opportunity in 1994 was 80% of
his base salary. Determining if he would earn this maximum bonus amount was a
matter of ascertaining whether or not the preestablished goals were achieved. If
the Company's earnings-per-share
8
<PAGE> 11
target was met, Mr. Leser would receive 40% of his maximum bonus amount. If the
Company's consolidated operating cash flow target was met, Mr. Leser would
receive the remaining 60% of his maximum bonus amount. If either performance
target was not met, the plan would pay a significantly lesser amount. In fact,
if either goal was only 93% attained, no bonus amount attributable to that
performance goal would be paid. In 1994, the Company attained its
earnings-per-share and operating cash flow goals, which resulted in Mr. Leser's
earning 100% of his maximum bonus potential.
The 1994 annual bonus plans for each of the remaining named executives were
based on the same criteria as that of Mr. Leser's, with the exception that Mr.
Gardner's and Mr. Standen's operating cash flow goals were not based on the
consolidated number, but on an operating cash flow goal for their areas of
responsibility. For those executives at the Senior Vice President level, their
maximum bonus award was 40% of their base salary. The President's bonus
opportunity was 50% of his annual base salary. The operating cash flow goal for
the President's 1994 bonus plan was based 50% on the newspaper division's
attainment of its goal, because that was his primary area of concentration
during the first part of 1994, and 50% on the consolidated operating cash flow
projection. The performance measures were attained and these named executives
received 100% of their maximum bonus award for 1994.
The annual bonus plans do not contain a provision for additional
compensation should the actual financial results exceed the planned financial
goals. Had the 1994 bonus plans contained this type of provision, Mr. Leser and
the other named executives would have received an additional bonus award for the
fiscal period ending December 1994 because the Company surpassed both its
consolidated operating cash flow and earnings-per-share goals.
The applicable bonus opportunities for the named executives were consistent
with past Company practice. The percentages of base salary were established
based on the Survey guidelines and on competitive compensation data validated by
the Company's compensation consultant. The bonus amount is payable on an annual
basis, although executives may elect to defer payment of the bonus until
retirement or another predetermined date.
LONG-TERM INCENTIVES
The committee endorses the position that stock ownership by management and
stock-based performance compensation arrangements are beneficial in aligning
management's and shareholders' interest in the enhancement of shareholder value.
In 1987, the Company adopted a Long-Term Incentive Plan (the "Plan"). Eligible
participants include the senior executives and selected corporate executive
managers and key employees at the Company's operating units. Although the Plan
allows for several different types of stock-based awards, to date only two types
of awards have been granted: 1) stock options, which represent a right to
purchase shares of the Company's Class A Common Stock at the fair market value
per share as of the date the option is granted, and 2) restricted stock, which
represents shares of Class A Common Stock of the Company which the recipient
cannot sell until the applicable restriction period lapses and which are subject
to forfeiture.
Restricted Stock. Generally executives receive restricted stock awards
with a three-year vesting period when they first attain an executive position.
When executives are promoted to new positions or assume additional
responsibility, they may be granted additional restricted stock awards. The
grants are intended to increase management's ownership interest in the Company.
When awarding the shares of restricted stock, consideration is not given to the
total number of shares of restricted stock outstanding.
Of the named executives, Mr. Burleigh, Mr. Gardner and Mr. Standen received
restricted stock awards in 1994. Mr. Standen was first elected an officer of the
Company in 1994. The Committee believes that his restricted stock award is an
appropriate incentive in light of his new responsibilities. Mr. Burleigh's and
Mr. Gardner's awards were based on their acceptance of additional
responsibilities which relate to the creation of the Company's entertainment
division.
9
<PAGE> 12
This division launched a new cable network in 1994, and oversees the development
of a new production company. The Committee believes that these awards are
appropriate incentives to help ensure the success of the Company's newest
division. The size of the restricted stock awards was determined in consultation
with the Company's compensation consultant and by analyzing equity awards made
in similar situations at other companies. The restricted stock is subject to a
three-year vesting period, and the benefits (other than dividends paid) will be
forfeited if the officer leaves the Company prior to the end of such three-year
period for any reason other than death, disability, or retirement, unless the
Committee, in its sole discretion, determines otherwise.
Stock Options. Generally executives receive a stock option award with
their restricted stock award when they first attain an executive position. Since
1990, the Company has also made annual stock option awards to executives. The
purpose of this annual grant of non-qualified stock options is to further link
executive compensation with the long-term financial performance of the Company
and to give the executive a stake similar to that of the Company's shareholders.
Stock options are granted at not less than the fair market value of the
Company's Class A Common Stock on the date of the grant. Therefore, the stock
options have value only if the stock price appreciates following the date of the
award. For this reason, the Company continues to believe that stock option
grants are a valuable motivating tool.
The 1994 stock option awards were consistent with the Company's past
practice in granting awards to all managers in executive positions.
Additionally, the size of the 1994 awards to the named executives was consistent
with the size of the option awards granted to other key employees. Past awards
to named executives were higher at times than the awards to other key employees,
based on the Committee's interest in increasing executives' ownership interest
in a Company that had only been publicly held for a short time. The Committee
believes that that objective is progressing well. The 1994 awards were based on
a multiple of base pay, using approximately two times salary. This resulted in
the Chief Executive Officer being awarded an option to purchase 40,000 shares,
based on just less than two times his base salary. The other named executives
also received option awards based on these salary guidelines.
RESPONSE TO OMNIBUS BUDGET RECONCILIATION ACT OF 1993
Section 162(m) of the Internal Revenue Code, enacted in 1993, generally
disallows a tax deduction to public companies for compensation over $1 million
paid in any one year to a company's Chief Executive Officer or any of its four
other most highly compensated executives. In 1994, the stockholders approved
amendments to the Company's Long-Term Incentive Plan so that certain
performance-based compensation under that plan could comply with the deduction
limitation. The Company did not lose a deduction in 1994 as a result of the
deduction limit. The Committee continually examines ways to maximize the
deductibility of executive compensation.
The compensation tables which follow are intended to better enable our
shareholders to understand the compensation practices of the Company. We invite
shareholder comments, which may be sent to the Company's Corporate Secretary, M.
Denise Kuprionis.
The Compensation Committee
Daniel J. Meyer, Chairman
Charles E. Scripps
David R. Huhn
10
<PAGE> 13
SUMMARY COMPENSATION TABLE
<TABLE>
The following table sets forth information regarding the compensation
earned by, paid to and awarded to the Company's Chief Executive Officer, and
each of the Company's four other most highly compensated executive officers,
during each of the Company's last three fiscal years.
<CAPTION>
LONG-TERM COMPENSATION
------------------------------------
AWARDS
------------------------ PAYOUTS ALL
RESTRICTED SECURITIES -------- OTHER
ANNUAL COMPENSATION STOCK UNDERLYING LTIP COMPEN-
NAME AND --------------------- AWARD(S) OPTIONS/ PAYOUTS SATION
PRINCIPAL POSITION YEAR SALARY BONUS (1) SARS (#) (2) (3)
- ---------------------------- ---- -------- -------- ---------- ---------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Lawrence A. Leser 1994 $650,000 $520,000 0 40,000 $ 0 $4,500
Chairman and Chief 1993 630,000 250,000 0 140,000 76,000 7,075
Executive Officer 1992 615,000 369,000 0 31,500 119,616 6,866
William R. Burleigh 1994 $423,333 $211,667 $180,780 30,000 $ 0 $4,500
President and Chief 1993 400,000 100,000 0 75,000 21,600 7,075
Operating Officer 1992 380,000 190,000 0 16,000 33,600 6,866
Paul F. (Frank) Gardner 1994 $330,000 $132,000 $376,625 25,000 $ 0 $4,500
Senior Vice President/ 1993 225,000 120,000 413,925 56,500 0 6,000
Broadcasting(4)
Daniel J. Castellini 1994 $325,000 $130,000 0 20,000 $ 0 $4,500
Senior Vice President/ 1993 325,000 85,000 0 48,000 26,208 7,075
Finance and Administration 1992 312,000 124,800 0 11,000 37,632 6,866
Craig C. Standen 1994 $310,000 $103,833 $210,975 20,000 $ 0 $4,500
Senior Vice President/
Corporate Development(5)
- ---------------
<FN>
(1) The aggregate number and value of restricted stock holdings for each named
executive officer as of the end of 1994 were as follows: Mr. Leser held
8,683 shares with a value of $259,448; Mr. Burleigh held 10,470 shares with
a value of $312,844; Mr. Gardner held 26,000 shares with a value of
$776,880; Mr. Castellini held 2,937 shares with a value of $87,758; Mr.
Standen held 9,500 shares, with a value of $283,860. Dividends were paid
during 1994 on the shares of restricted stock held by each named executive
officer at a rate of eleven cents per share per quarter, except that Mr.
Burleigh and Mr. Gardner did not receive any dividends in 1994 for their
1994 awards and Mr. Standen received only a fourth quarter dividend as a
result of his 1994 award.
(2) Represents compensation paid pursuant to the Company's Medium Term Bonus
Plan. This Plan terminated in 1991. The final vesting period, with respect
to contingent awards outstanding under the Plan, was December 1993.
(3) Represents compensation paid pursuant to the Company's Media Savings and
Thrift Plan.
(4) Mr. Gardner was elected to the position of Senior Vice
President/Broadcasting on April 1, 1993. The compensation reported for 1993
reflects his actual 1993 earnings. Mr. Gardner was not an employee in 1992.
(5) Mr. Standen was elected an executive officer of the Company in August 1994.
Prior to this appointment he was a Vice President of a subsidiary of the
Company. The compensation reported for 1994 reflects his actual 1994
earnings.
</TABLE>
11
<PAGE> 14
OPTION/SAR GRANTS IN 1994
<TABLE>
The following table sets forth certain information regarding options for
shares of Class A Common Stock granted in 1994 under the Company's Long-Term
Incentive Plan.
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT
----------------------------------------------------------- ASSUMED ANNUAL
NUMBER OF % OF RATES OF
SECURITIES TOTAL STOCK PRICE
UNDERLYING OPTIONS/SARS EXERCISE APPRECIATION FOR
OPTIONS/SARS GRANTED TO OR BASE EXPIRA- OPTION TERM
GRANTED EMPLOYEES PRICE TION --------------------------
NAME (#) (1) IN 1994 ($/SH) DATE 5%($) 10%($)
- ------------------------ ------------ ------------ ------------- ------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Lawrence A. Leser 40,000 8.36% $30.13 2004 $ 758,000 $ 1,921,000
William R. Burleigh 30,000 6.27% $30.13 2004 $ 568,000 $ 1,441,000
Paul F. (Frank) Gardner 25,000 5.22% $30.13 2004 $ 474,000 $ 1,200,000
Daniel J. Castellini 20,000 4.18% $30.13 2004 $ 379,000 $ 960,000
Craig C. Standen 20,000 4.18% $30.13 2004 $ 379,000 $ 960,000
All other key employees 343,500 71.79% $27.38-$30.13 2004 $6,500,000 $16,473,000
- ---------------
<FN>
(1) Each of the 1994 option grants to the named executives was awarded on
December 9, 1994 and will be 100% exercisable on and after December 9, 1995.
The total option shares granted to all key employees in 1994 was 478,500.
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN 1994 AND FY-END OPTION/SAR VALUES
<TABLE>
The following table sets forth certain information regarding the number and
value of options for shares of Class A Common Stock held by the named executives
at December 31, 1994. None of these executives exercised any options during
1994.
<CAPTION>
NUMBER OF SECURITIES VALUE OF
UNDERLYING UNEXERCISED UNEXERCISED
OPTIONS/SARS AT 12/31/94 IN-THE-MONEY
(#) OPTIONS AT 12/31/94 ($)
------------------------- -------------------------
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- -------------------------------- ------------------------- -------------------------
<S> <C> <C>
Lawrence A. Leser 285,500/52,000 $ 1,547,000/144,000
William R. Burleigh 165,000/40,000 $ 944,000/120,000
Paul F. (Frank) Gardner 56,500/25,000 $ 90,000/0
Daniel J. Castellini 109,000/25,000 $ 632,000/ 60,000
Craig C. Standen 40,275/26,000 $ 337,000/ 72,000
</TABLE>
12
<PAGE> 15
STOCKHOLDER RETURN PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total return on
the Company's Class A Common Stock, assuming an initial investment of $100 as of
December 31, 1989, and based on the market prices at the end of each year and
assuming reinvestment of dividends, with the cumulative total return of the
Standard & Poor's Composite-500 Stock Index and an index based on a peer group
of media companies.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) S&P 500 SCRIPPS MEDIA INDEX
<S> <C> <C> <C>
1989 100 100 100
1990 97 72 79
1991 126 104 94
1992 136 109 108
1993 150 123 123
1994 152 137 115
</TABLE>
<TABLE>
<CAPTION>
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
S&P 500 $100 $97 $126 $136 $150 $152
- -----------------------------------------------------------------
Scripps $100 $72 $104 $109 $123 $137
- -----------------------------------------------------------------
Media Index $100 $79 $ 94 $108 $123 $115
</TABLE>
- ---------------
(1) The Companies in the peer group index are A.H. Belo Corporation, Gannett Co.
Inc., Knight-Ridder, Inc., Multimedia, Inc., The New York Times Company,
Times Mirror Company, Tribune Company, and the Washington Post Company. The
index is weighted based on market capitalization at December 31, 1989. The
companies included in the peer group were approved by the Compensation
Committee.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Daniel J. Meyer, Charles E. Scripps and David R. Huhn are the members of
the Company's compensation committee.
Mr. Meyer and Mr. Huhn also serve as directors of Scripps Howard, Inc.
("SHI"), which is a wholly owned subsidiary of the Company, and are both members
of the audit committee of the Company.
13
<PAGE> 16
Mr. Lawrence A. Leser, Chairman and Chief Executive Officer and a director
of the Company, is also Chairman and Chief Executive Officer of SHI, and a
member of the executive committee of each.
Mr. Charles E. Scripps is Chairman of the Executive Committee of the
Company's Board of Directors and Chairman of the Executive Committee of the
Board of Directors of SHI. Mr. Scripps resigned as Chairman of the Company in
August 1994.
Mr. Charles E. Scripps and Mr. Robert P. Scripps are general partners in
Jefferson Building Partnership (the "Jefferson Partnership"), which was formed
in 1984. The Albuquerque Publishing Company, which is the Company's 50% owned
partnership that operates The Albuquerque Tribune under a joint operating
agreement, leases the facilities for The Albuquerque Tribune from a partnership
controlled in part by the Jefferson Partnership. This lease terminates in 2004.
Total rent under the lease for 1994 was approximately $1,839,000. The
Albuquerque Publishing Company has an option to purchase the property that is
exercisable until 2034. The purchase price will be equal to 7.7 times the basis
rent for the lease year in which the property is purchased. The parties to the
Albuquerque joint operating agreement lease the land on which the Albuquerque
facilities are situated to the Jefferson Partnership under a lease terminating
in 2034 and providing for rent of $150,000 per year, subject to certain
adjustments for inflation. The Jefferson Partnership has subleased the land to
the Albuquerque Publishing Company as part of the facilities lease arrangement
described above.
Mr. Scripps is a Trustee of The Edward W. Scripps Trust. On January 18,
1994, The Edward W. Scripps Trust loaned the Company the sum of $29,000,000 at
an interest rate of 3.25%. The Company repaid the loan on April 15, 1994 with
interest of $227,771.
For 1995 Mr. Scripps is expected to continue to serve as a Trustee of The
Edward W. Scripps Trust. As a trustee, Mr. Scripps shares the power, together
with the other two trustees, to vote and dispose of the 32,610,000 shares of
Class A Common Stock and 16,040,000 shares of Common Voting Stock of the Company
held by the Trust. Mr. Scripps has a life income interest in the Trust. See
"Security Ownership of Certain Beneficial Owners."
PENSION PLAN
The Company's executive officers and substantially all other non-union
employees of the Company are participants in a non-contributory defined benefit
pension plan maintained by the Company (the "Pension Plan"). Contributions to
the Pension Plan are based on separate actuarial computations for each business
unit and are made by the business unit compensating the particular individual.
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------------------
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ---------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 300,000............ $ 55,000 $ 74,000 $ 92,000 $111,000 $129,000
400,000............ 74,000 99,000 123,000 148,000 173,000
500,000............ 93,000 124,000 155,000 186,000 217,000
600,000............ 112,000 149,000 186,000 223,000 260,000
700,000............ 130,000 174,000 217,000 261,000 304,000
800,000............ 149,000 199,000 248,000 298,000 348,000
900,000............ 168,000 224,000 280,000 336,000 392,000
1,000,000............ 187,000 249,000 311,000 373,000 435,000
1,500,000............ 280,000 374,000 467,000 561,000 654,000
</TABLE>
The above table shows the annual normal retirement benefits which, absent
the maximum benefit limitations (the "Benefit Limitations") imposed by Section
415(b) of the Internal Revenue Code of 1986, as amended (the "Code"), would be
payable pursuant to the Pension Plan upon retirement at age 65 (based upon the
1995 social security integration level under the Pension Plan), pursuant to a
straight life annuity option, for employees in the compensation
14
<PAGE> 17
ranges specified and under various assumptions with respect to average final
annual compensation and years of credited services.
In general, the Benefit Limitations limit the annual retirement benefits
that may be paid pursuant to the Pension Plan to $120,000 (subject to further
cost-of-living increases promulgated by the United States Secretary of the
Treasury). The Company supplements payments under the Pension Plan with direct
pension payments equal to the amount, if any, by which the benefits that
otherwise would be payable under the Pension Plan exceed the benefits that are
permitted to be paid under the Benefit Limitations. Annual normal retirement
benefits are computed at the rate of 1% of average final annual compensation up
to the applicable social security integration level plus 1.25% of average final
annual compensation in excess of the social security integration level,
multiplied by the employee's years of credited service. An employee's benefits
are actuarially adjusted if paid in a form other than a life annuity.
An employee's average final compensation is the average annual amount of
his pensionable compensation (generally salary and bonus, excluding any
compensation pursuant to the Medium Term Bonus Plan, the Media Savings & Thrift
Plan and any other annual or long-term compensation reflected in the Summary
Compensation Table) for service during the five consecutive years within the
last ten years of his employment for which his total compensation was greatest.
The employee's years of credited service equal the number of years of his
employment with the Company (subject to certain limitations). As of December 31,
1994, the years of credited service of the individuals named in the cash
compensation table are as follows: Mr. Leser--27; Mr. Burleigh--38; Mr.
Castellini--24; Mr. Standen--4; Mr. Gardner--10.
CERTAIN TRANSACTIONS
SCRIPPS FAMILY AGREEMENT
General. The Company and certain persons and trusts are parties to an
agreement (the "Scripps Family Agreement") restricting the transfer and
governing the voting of shares of Common Voting Stock that such persons and
trusts may acquire or own at or after the termination of the Trust. Such persons
and trusts (the "Signatories") consist of certain grandchildren of Robert Paine
Scripps who are beneficiaries of the Trust, descendants of John P. Scripps, and
certain trusts of which descendants of John P. Scripps are trustees and
beneficiaries. Robert Paine Scripps and John P. Scripps were sons of the founder
of the Company.
If the Trust were to have terminated as of March 1, 1995, the Signatories
would have held in the aggregate approximately 85% of the outstanding shares of
Common Voting Stock as of such date.
Once effective, the provisions restricting transfer of shares of Common
Voting Stock under the Scripps Family Agreement will continue until twenty-one
years after the death of the last survivor of the descendants of Robert Paine
Scripps and John P. Scripps alive when the Trust terminates. The provisions of
the Scripps Family Agreement governing the voting of Common Voting Stock will be
effective for a ten year period after termination of the Trust and may be
renewed for additional ten year periods pursuant to Delaware law and certain
provisions set forth in the Agreement.
Transfer Restrictions. No Signatory will be able to dispose of any shares
of Common Voting Stock (except as otherwise summarized below) without first
giving other Signatories and the Company the opportunity to purchase such
shares. Signatories will not be able to convert shares of Common Voting Stock
into shares of Class A Common Stock except for a limited period of time after
giving other Signatories and the Company the aforesaid opportunity to purchase
and except in certain other limited circumstances.
Signatories will be permitted to transfer shares of Common Voting Stock to
their lineal descendants or trusts for the benefit of such descendants, or to
any trust for the benefit of such a
15
<PAGE> 18
descendant, or to any trust for the benefit of the spouse of such descendant or
any other person or entity. Descendants to whom such shares are sold or
transferred outright, and trustees of trusts into which such shares are
transferred, must become parties to the Scripps Family Agreement or such shares
shall be deemed to be offered for sale pursuant to the Scripps Family Agreement.
Signatories will also be permitted to transfer shares of Common Voting Stock by
testamentary transfer to their spouses provided such shares are converted to
Class A Common Stock and to pledge such shares as collateral security provided
that the pledgee agrees to be bound by the terms of the Scripps Family
Agreement. If title to any such shares subject to any trust is transferred to
anyone other than a descendant of Robert Paine Scripps or John P. Scripps, or if
a person who is a descendant of Robert Paine Scripps or John P. Scripps acquires
outright any such shares held in trust but is not or does not become a party to
the Scripps Family Agreement, such shares shall be deemed to be offered for sale
pursuant to the Scripps Family Agreement. Any valid transfer of shares of Common
Voting Stock made by Signatories without compliance with the Scripps Family
Agreement will result in automatic conversion of such shares to Class A Common
Stock.
Voting Provisions. The Scripps Family Agreement provides that the Company
will call a meeting of the Signatories prior to each annual or special meeting
of the stockholders of the Company held after termination of the Trust (each
such meeting hereinafter referred to as a "Required Meeting"). At each Required
Meeting, the Company will submit for decision by the Signatories each matter,
including election of directors, that the Company will submit to its
stockholders at the annual meeting or special meeting with respect to which the
Required Meeting has been called. Each Signatory will be entitled, either in
person or by proxy, to cast one vote for each share of Common Voting Stock owned
of record or beneficially by him on each matter brought before the meeting. Each
Signatory will be bound by the decision reached with respect to each matter
brought before such meeting, and, at the related meeting of the stockholders of
the Company, will vote his shares of Common Voting Stock in accordance with
decisions reached at the meeting of the Signatories.
JOHN P. SCRIPPS NEWSPAPERS
In connection with the merger in 1986 of the John P. Scripps Newspaper
Group ("JPSN") into a wholly owned subsidiary of the Company (the "JPSN
Merger"), the Company and The Edward W. Scripps Trust entered into certain
agreements discussed below.
JPSN Board Representation Agreement. The Edward W. Scripps Trust and John
P. Scripps entered into a Board Representation Agreement dated March 14, 1986 in
connection with the JPSN Merger. Under this agreement, the surviving adult
children of Mr. Scripps who are stockholders of the Company have the right to
designate one person to serve on the Company's Board of Directors so long as
they continue to own in the aggregate 25% of the sum of (i) the shares issued to
them in the JPSN Merger and (ii) the shares received by them from John P.
Scripps' estate. In this regard, The Edward W. Scripps Trust has agreed to vote
its Common Voting Stock in favor of the person designated by John P. Scripps'
children. Pursuant to this agreement, Paul K. Scripps currently serves on the
Company's Board of Directors and is a nominee for election at the Annual
Meeting. The Board Representation Agreement terminates upon the earlier of the
termination of The Edward W. Scripps Trust or the completion of a public
offering by the Company of Common Voting Stock.
Stockholder Agreement. The former stockholders of the John P. Scripps
Newspaper Group, including John P. Scripps and Paul K. Scripps, entered into a
Stockholder Agreement with the Company in connection with the JPSN Merger. This
agreement restricts to certain transferees the transfer of Common Voting Stock
received by such stockholders pursuant to the JPSN Merger. These restrictions on
transfer will terminate on the earlier of the termination of The Edward W.
Scripps Trust or completion of a public offering of Common Voting Stock. Under
the agreement, if a stockholder has received a written offer to purchase 25% or
more of his shares of Common Voting Stock, the Company has a "right of first
refusal" to purchase such shares on the
16
<PAGE> 19
same terms as the offer. On the death of any of these stockholders, the Company
is obligated to purchase from the stockholder's estate a sufficient number of
shares of the common stock of the Company to pay federal and state estate taxes
attributable to all shares included in such estate; this obligation expires in
2006. Under certain other circumstances, such as bankruptcy or insolvency of a
stockholder, the Company has an option to buy all shares of common stock of the
Company owned by such stockholder. Under the agreement, stockholders owning 25%
or more of the outstanding shares of Common Voting Stock issued pursuant to the
JPSN Merger may require the Company to register shares of Common Voting Stock
(subject to the right of first refusal mentioned above) under the Securities Act
of 1933 for sale at the stockholders' expense in a public offering. In addition,
the former stockholders of the John P. Scripps Newspaper Group will be entitled,
subject to certain conditions, to include shares of Common Voting Stock (subject
to the right of first refusal) that they own in any registered public offering
of shares of the same class by the Company. The registration rights expire three
years from the date of a registered public offering of shares of Common Voting
Stock.
OTHER TRANSACTIONS
For information concerning certain transactions which involve Mr. Charles
E. Scripps and Mr. Robert P. Scripps, see "Compensation Committee Interlocks and
Insider Participation" and "Security Ownership of Certain Beneficial Owners and
Management--Security Ownership of Certain Beneficial Owners."
Mr. John H. Burlingame is the Executive Partner of Baker & Hostetler, which
is general counsel to the Company and to The Edward W. Scripps Trust (the
"Trust"). Baker & Hostetler performed legal services for the Company and the
Trust in 1994 and is expected to perform such services in 1995. In 1994, the
Company and the Trust paid $7,936,000 in legal fees to Baker & Hostetler.
Mr. Nicholas B. Paumgarten is a Managing Partner of J.P. Morgan & Co.
Incorporated ("J.P. Morgan"). Morgan Guaranty Trust Company of New York (an
affiliate of J.P. Morgan) is a lender to the Company under its Competitive
Advance/Revolving Credit Agreement. Another affiliate of J.P. Morgan, J.P.
Morgan Securities Inc., performed investment banking services for the Company
during 1994 and is expected to perform investment banking services for the
Company in the current year.
PROPOSAL 2
ADOPTION OF A STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
ELECTED BY THE HOLDERS OF THE COMPANY'S CLASS A COMMON STOCK
GENERAL
There will be submitted at the Annual Meeting for action by the holders of
Common Voting Stock a proposal to adopt a stock option plan for directors
elected by the holders of the Company's Class A Common Stock (the "Plan"). The
proposed Plan was discussed by the Compensation Committee and has been approved
by the Board of Directors of the Company. The following summary of the material
provisions of the Plan is qualified by reference to the Plan, a copy of which is
on file with the Securities & Exchange Commission.
The name of the Plan is The E.W. Scripps Company 1994 Non-Employee
Directors' Stock Option Plan. Its purpose is to strengthen the alignment of
interests between non-employee Directors and the shareholders of the Company
through the increased ownership by such Directors of shares of the Company's
Class A Common Stock. The total number of shares of Class A Common Stock of the
Company that may be made subject to options awarded under the Plan is 50,000.
Participation is limited to non-employee directors of the Company elected by the
holders of the Company's Class A Common Stock.
17
<PAGE> 20
Under the Plan, each qualified director shall receive a one-time
non-qualified stock option for 5,000 shares of Class A Common Stock at the time
of initial election. At the implementation of this Plan, effective December 9,
1994, each of the three non-employee directors currently in office received an
option for 5,000 shares of Class A Common Stock, subject to the approval of the
Plan by the holders of the Common Voting Stock. At December 31, 1994, and March
1, 1995, the fair market value of the shares underlying these options was less
than their fair market value at the time the awards were granted.
The exercise price of each option granted under the Plan shall be equal to
the fair market value of a share of Class A Common Stock on the date that the
option is granted. Options may be exercised in whole or in part upon payment of
the exercise price in cash or in shares of Class A Common Stock previously
acquired or a combination of cash and such shares. The Plan also provides for
"cashless exercise" of options pursuant to which a Plan participant pays the
exercise price of his options by selling all or part of the underlying common
shares.
The stock options granted under the Plan to the current non-employee
directors of the Company shall become exercisable on December 9, 1995. The term
of these options shall expire on December 8, 2004. All other stock options
granted under the Plan shall be exercisable on the first anniversary of the
recipient's election as a director by the holders of Class A Common Stock and
shall have terms of ten years from the date of grant.
Options granted under the Plan are not transferable except as permitted by
applicable law. The Plan provides for appropriate adjustments in the number and
kind of shares reserved for issuance under the Plan or covered by options
granted under the Plan and in the exercise price of outstanding options in the
event of the reorganization, stock split, merger, or other change in corporate
structure of the Company. Assuming approval of the Plan by the requisite vote of
the holders of Common Voting Stock, the Plan and the options granted to current
non-employee directors will become effective as of December 9, 1994, and the
Plan will continue in effect until its expiration on December 9, 2004. Options
outstanding under the Plan at the expiration of the Plan will continue in effect
until the expiration of their respective terms.
FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN
The following is a summary of the federal income tax consequences of
transactions under the Plan.
Non-Qualified Stock Options. With respect to non-qualified stock options
generally, (a) no income is realized by the optionee at the time the option is
granted, (b) upon exercise of the option, the optionee realizes ordinary income
in an amount equal to the excess, if any, of the fair market value of the shares
of Class A Common Stock on the date of exercise over the option price paid for
the shares, and the Company is entitled to a tax deduction in the amount of
ordinary income realized (provided that applicable reporting requirements are
satisfied), and (c) upon disposition of the shares of Class A Common Stock
received upon the exercise of the option, the optionee recognizes, as either
short-term or long-term capital gain (or loss), depending upon the length of
time that the optionee has held the shares, income (or loss) equal to the
difference between the amount realized and the fair market value of the shares
on the date of exercise.
With respect to the exercise of a non-qualified stock option and the
payment of the option price by the delivery of shares of Class A Common Stock,
to the extent that the number of shares received does not exceed the number of
shares surrendered, no taxable income will be realized by the optionee at that
time, the tax basis of the shares received will be the same as the tax basis of
the shares surrendered, and the holding period of the optionee in the shares
received will include his holding period in the shares surrendered. To the
extent that the number of shares received exceeds the number of shares
surrendered, ordinary income will be realized by the optionee at that time in
the amount of the fair market value of such excess shares, the tax basis
18
<PAGE> 21
of such excess shares will be such fair market value, and the holding period of
the optionee in such shares will begin on the date such shares are transferred
to the optionee.
Capital Gains. Under current law, capital gains are subject to the same tax
rates that apply to ordinary income, except the rate on long-term capital gains
may not exceed 28%. Capital losses may be utilized to offset capital gains to
the extent of capital gains, and $3,000 of capital losses in excess of capital
gains ($1,500 in the case of a married individual filing a separate return) is
deductible against other income.
VOTE NECESSARY FOR APPROVAL
The affirmative vote of the holders of a majority of the outstanding Common
Voting Stock present in person or by proxy at the meeting is required to approve
the Plan. The Board of Directors recommends that holders of such stock vote FOR
the Plan. It is expected that the shares of Common Voting Stock owned by The
Edward W. Scripps Trust will be voted in favor of the Plan. Proxies for Common
Voting Stock solicited by the Board will be voted FOR the Plan unless such
stockholders specify a contrary choice in their proxies.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and owners of more than ten percent of the
Company's Class A Common Stock ("10% stockholders"), to file with the Securities
and Exchange Commission (the "SEC") and the New York Stock Exchange initial
reports of ownership and reports of changes in ownership of Class A Common Stock
and other equity securities of the Company. Executive officers, directors and
10% stockholders are required by SEC regulations to furnish the Company with
copies of all forms they file pursuant to Section 16(a).
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, during the year ended December 31, 1994, all Section
16(a) filing requirements applicable to its executive officers, directors and
10% stockholders were complied with, except that one Form 3 for a newly elected
officer (who is not a named executive herein) was filed eight weeks late.
INDEPENDENT PUBLIC ACCOUNTANTS
At its February 16, 1995 meeting, the Board approved the appointment of
Deloitte & Touche as independent public accountants for the Company for the
fiscal year ending December 31, 1995. A representative of Deloitte & Touche is
expected to be present at the Annual Meeting.
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Any stockholder proposals intended to be presented at the Company's 1996
Annual Meeting of Stockholders must be received by the Company at 1105 N. Market
Street, Wilmington, Delaware 19801 on or before November 24, 1995, for inclusion
in the Company's proxy statement and form of proxy relating to the 1996 Annual
Meeting of Stockholders.
OTHER MATTERS
The solicitation of proxies is made by and on behalf of the Board of
Directors. The cost of the solicitation will be borne by the Company. The
Company may also reimburse banks, brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
materials to the beneficial owners of the Company's Class A Common Stock.
19
<PAGE> 22
The presence of any stockholder at the meeting will not operate to revoke
his proxy. A proxy may be revoked at any time, insofar as it has not been
exercised, by giving written notice to the Company or in open meeting.
The persons named in the enclosed proxy, or their substitutes, will vote
the shares represented by such proxy at the meeting. The forms of proxy for the
two respective classes of stock permit specification of a vote for persons
nominated for election as directors by each such class of stock, as set forth
under "Election of Directors" above, and the withholding of authority to vote in
the election of such directors or the withholding of authority to vote for one
or more specified nominees. The form of proxy for the Common Voting Stock
permits specification of a vote for or against, or abstention with respect to,
the proposal to adopt a stock option plan for outside directors. Where a choice
has been specified in the proxy, the shares represented thereby will be voted in
accordance with such specification. If no specification is made, such shares
will be voted to elect directors as set forth under "Election of Directors" and
FOR the proposal to adopt a stock option plan for outside directors.
Under Delaware law and the Company's Certificate of Incorporation, broker
non-votes for Class A Common Stock and abstaining votes for both Class A Common
Stock and Common Voting Stock will not be counted in favor of, or against,
election of any nominee. Under Delaware law and the Company's Certificate of
Incorporation, any holder of Common Voting Stock who abstains from voting on the
proposal to adopt a stock option plan for directors elected by the holders of
the Company's Class A Common Stock will in effect be voting against such
proposal.
If any other matters shall properly come before the meeting, the persons
named in the proxy, or their substitutes, will vote thereon in accordance with
their judgment. The Board does not know of any other matters which will be
presented for action at the meeting.
A COPY OF THE COMPANY'S ANNUAL REPORT, INCLUDING FINANCIAL STATEMENTS FOR
THE YEAR ENDED DECEMBER 31, 1994, IS ENCLOSED.
By order of the Board of Directors,
M. DENISE KUPRIONIS
Corporate Secretary
March 29, 1995
20
<PAGE> 23
THE E.W. SCRIPPS COMPANY
1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
- --------------------------------------------------------------------------------
1. PURPOSE.
The Plan shall be known as The E.W. Scripps Company 1994 Non-Employee
Directors' Stock Option Plan. The purpose of The E.W. Scripps Company
1994 Non-Employee Directors' Stock Option Plan (hereinafter referred to
as the "Plan") is to strengthen the alignment of interests between
non-employee directors (hereinafter referred to as "Participants") and
the shareholders of The E.W. Scripps Company (hereinafter referred to as
the "Company") through the increased ownership of shares of the Company's
Class A Common Stock.
The Plan shall be subject to approval by the holders of the Company's
Common Voting Stock at the Company's 1995 annual meeting of stockholders.
2. LIMITATION ON NUMBER OF SHARES FOR THE PLAN.
The total number of shares of Class A Common Stock of the Company that
may be made subject to options awarded under the Plan shall be 50,000.
3. LIMITATION ON AMENDMENTS TO THE PLAN.
The Plan may not be amended more than once every six months, other than
to comport with changes in the Internal Revenue Code of 1986, as amended
(the "Code"), the Employee Retirement Income Security Act, as amended, or
the rules under either of the foregoing acts.
4. PARTICIPATION.
Participation in the Plan shall be limited to all non-employee Directors
of the Company elected by the holders of the Company's Class A Common
Stock.
5. NONQUALIFIED OPTIONS.
Directors elected by the holders of the Company's Class A Common Stock
shall receive an option for 5,000 shares of Class A Common Stock at the
time of their initial election. At the implementation of this Plan,
effective December 9, 1994, each director currently in office shall
receive an option for 5,000 shares of Class A Common Stock, subject to
shareholder approval, as referenced in number 1 above, at the 1995 annual
meeting of stockholders.
All options granted under the Plan shall be subject to the following
terms and conditions.
A. PRICE.
The price per share deliverable upon the exercise of each option
("exercise price") shall be equal to 100% of the Fair Market Value
of the shares on the date the option is granted.
The Fair Market Value of a share of Class A Common Stock of the
Company shall mean, with respect to the date in question, the
average of the highest and lowest officially quoted selling prices
on the New York Stock Exchange.
B. CASH EXERCISE.
Options may be exercised in whole or in part upon payment of the
exercise price of the shares to be acquired. Payment shall be
made in cash or in shares of Class A Common Stock previously
acquired by the Participant or a combination of cash and shares of
Class A Common Stock. The Fair Market Value of shares of Class A
Common Stock tendered on exercise of options shall be determined
on the date of exercise.
Page 1 of 3
<PAGE> 24
C. CASHLESS EXERCISE.
Options may be exercised in whole or in part upon delivery to the
Secretary of the Company of an irrevocable written notice of
exercise. The date on which such notice is received by the
Secretary shall be the date of exercise of the option, provided
that within five business days of the delivery of such notice the
funds to pay for exercise of the option are delivered to the
Company by a broker acting on behalf of the optionee either in
connection with the sale of the shares underlying the option or in
connection with the making of a margin loan to the optionee to
enable payment of the exercise price of the option. In connection
with the foregoing, the Company will provide a copy of the notice
of exercise of the option to the aforesaid broker upon receipt by
the Secretary of such notice and will deliver to such broker,
within five business days of the delivery of such notice to the
Company, a certificate or certificates (as requested by the
broker) representing the number of shares underlying the option
that have been sold by such broker for the optionee.
D. TERMS OF OPTIONS.
The initial stock option award effective on December 9, 1994 shall
be exercisable on December 9, 1995. All other stock option awards
shall be exercisable on the first anniversary of the director's
election.
The term of each option shall be ten years from the date it is
granted. Shares may be purchased in whole or in part at any time
after the option becomes exercisable, subject to a minimum
exercise of 100 shares.
6. WITHHOLDING OF TAXES.
The Company may require, as a condition to any grant under the Plan or to
the delivery of certificates for shares issued hereunder, that the
grantee pay to the Company, in cash, any federal, state or local taxes of
any kind required by law to be withheld with respect to any grant or any
delivery of shares. The Committee, in its sole discretion, may permit
participants to pay such taxes through the withholding of shares
otherwise deliverable to such participant in connection with such grant
or the delivery to the Company of shares otherwise acquired by the
Participant. The Fair Market Value of shares of Class A Common Stock
withheld by the Company or tendered to the Company for the satisfaction
of tax withholding obligations under this section shall be determined on
the date such shares are withheld or tendered. The Company, to the
extent permitted or required by law, shall have the right to deduct from
any payment of any kind otherwise due to a grantee any federal, state or
local taxes of any kind required by law to be withheld with respect to
any grant or to the delivery of shares under the Plan, or to retain or
sell without notice a sufficient number of the shares to be issued to
such grantee to cover any such taxes, provided that the Company shall not
sell any such shares if such sale would be considered a sale by such
grantee for purposes of Section 16 of the Securities Exchange Act of 1934
(the "Exchange Act").
7. WRITTEN AGREEMENT.
Each director to whom a grant is made under the Plan shall enter into a
written agreement with the Company that shall contain such provisions,
consistent with the provisions of the Plan, as may be established by the
Company.
8. TRANSFERABILITY.
No option granted under the Plan shall be transferable by a director
otherwise than by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the Code
or Title I of the Employee Retirement Income Security Act, or the rules
thereunder. An option may be exercised only by the optionee or grantee
thereof or his guardian or legal representative.
Page 2 of 3
<PAGE> 25
9. ADJUSTMENTS.
In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, distribution of
assets, or any other change in the corporate structure or shares of the
Company, the Company shall make such adjustments as it deems appropriate
in the number and kind of shares reserved for issuance under the Plan, in
the number and kind of shares covered by options granted under the Plan,
and in the exercise price of outstanding options. In the event of any
merger, consolidation or other reorganization in which the Company is not
the surviving or continuing corporation, all stock option awards that
were granted hereunder and that are outstanding on the date of such event
shall be assumed by the surviving or continuing corporation.
10. LISTING AND REGISTRATION.
If the Company determines that the listing, registration, or
qualification upon any securities exchange or under any law of shares
subject to any option granted under the Plan is necessary or desirable as
a condition of, or in connection with, the granting of same or the issue
or purchase of shares thereunder, no such option may be exercised in
whole or in part, or no shares issued unless such listing, registration
or qualification is effected free of any conditions not acceptable to the
Company.
11. DURATION OF PLAN.
This Plan shall become effective as of December 9, 1994 subject to
approval before December 1, 1995 by the affirmative vote of the holders
of a majority of the Common Voting Stock of the Company present, or
represented, and entitled to vote at a meeting duly held. All options
awarded prior to approval of the Plan by such shareholders may not be
exercised until such approval is obtained and shall be canceled and
forfeited in the event such approval is not obtained. This Plan will
terminate on December 8, 2004 but no such termination shall affect the
prior rights under this Plan of the Company or of any Participant who has
received an option hereunder.
12. ADDITIONAL PROVISIONS.
A Participant may elect to (i) have shares withheld from a grant or an
award made under the Plan or tender shares to the Company in order to
satisfy the tax withholding consequences of a grant or an award made
under the Plan, only during the period beginning on the third business
day following the date on which the Company releases the financial
information specified in 17 C.F.R. Section 240.16b-3 (e)(1)(ii) and
ending on the twelfth business day following such date.
Notwithstanding the foregoing, a Participant may elect to have shares
withheld on exercise of an option granted under the Plan in order to
satisfy tax withholding consequences thereof by providing the Company
with a written election to so withhold at least six months in advance of
the withholding of shares otherwise issuable upon exercise of such
option.
Page 3 of 3
<PAGE> 26
THE E.W. SCRIPPS COMPANY PROXY FOR
CLASS A COMMON STOCK
The undersigned hereby appoints LAWRENCE A. LESER, DANIEL J. CASTELLINI
and M. DENISE KUPRIONIS and each of them, as the undersigned's proxies, with
full power of substitution, to attend the Annual Meeting of Stockholders of The
E.W. Scripps Company, to be held at The Queen City Club, Cincinnati, Ohio, on
Wednesday, May 3, 1995 at 10:00 A.M., local time, and any adjournment or
adjournments thereof, and to vote thereat the number of shares which the
undersigned would be entitled to vote, with all the power the undersigned would
possess if present in person, as follows:
1. / / FOR, or / / WITHHOLD AUTHORITY to vote for, the following nominees for
election as directors: David R. Huhn, Daniel J. Meyer and Nicholas B.
Paumgarten.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. On such other business as may properly come before the meeting.
The Proxies will vote as specified above, or if a choice is not specified, they
will vote FOR the nominees listed in item 1.
(Continued, and to be signed, on other side)
<PAGE> 27
Receipt of the Notice of Annual Meeting of Stockholders and the related Proxy
Statement dated March 29, 1995 is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY.
Dated _________________ , 1995
(Please date your Proxy)
Number of Shares
-------------------------------
Signature of Stockholder
Please sign exactly as your
name appears hereon,
indicating, where proper,
official position or
representative capacity.
When signing as Attorney,
Executor, Administrator,
Trustee, etc., give full title
as such.
<PAGE> 28
THE E.W. SCRIPPS COMPANY PROXY FOR
COMMON VOTING STOCK
The undersigned hereby appoints LAWRENCE A. LESER, DANIEL J. CASTELLINI and
M. DENISE KUPRIONIS and each of them, as the undersigned's proxies, with full
power of substitution to attend the Annual Meeting of Stockholders of The E.W.
Scripps Company, to be held at The Queen City Club, Cincinnati, Ohio, on
Wednesday, May 3, 1995 at 10:00 A.M., local time, and any adjournment or
adjournments thereof, and to vote thereat the number of shares which the
undersigned would be entitled to vote, with all the power the undersigned would
possess if present in person, as follows:
1. / / FOR, or / / WITHHOLD AUTHORITY to vote for, the following nominees for
election as directors: John H. Burlingame, William R. Burleigh,
Lawrence A. Leser, Charles E. Scripps, Paul K. Scripps and Robert P. Scripps.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW.)
- --------------------------------------------------------------------------------
2. / / FOR, or / / AGAINST, or / / ABSTAIN WITH RESPECT TO, the adoption of a
stock option plan for directors elected by the holders of the Company's Class A
Common Stock.
3. On such other business as may properly come before the meeting.
THE PROXIES WILL VOTE AS SPECIFIED ABOVE, OR IF A CHOICE IS NOT SPECIFIED,
THEY WILL VOTE FOR THE NOMINEES LISTED IN ITEM 1 AND FOR ITEM 2.
(Continued, and to be signed, on other side)
<PAGE> 29
Receipt of the Notice of Annual Meeting of Stockholders and the related Proxy
Statement dated March 29, 1995 is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY.
Dated _________________ , 1995
(Please date your Proxy)
Number of Shares
-------------------------------
Signature of Stockholder
Please sign exactly as your
name appears hereon,
indicating, where proper,
official position or
representative capacity.
When signing as Attorney,
Executor, Administrator,
Trustee, etc., give full title
as such.
