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) May 16, 1997
Commission File Number 33-43989
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
Cincinnati, Ohio 45201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513)977-3000
Not Applicable
(Former name, former address and former fiscal year, if
changed since last report.)
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INDEX TO THE E. W. SCRIPPS COMPANY
CURRENT REPORT ON FORM 8-K DATED MAY 16, 1997
Item No. Page
5 Other Events 3
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On May 16, 1997 The E. W. Scripps Company ("Company") reached
an agreement to acquire six newspapers, one television station
and one radio station from Harte-Hanks Communications ("Harte-
Hanks").
The transaction will be structured as:
A tax-free "Morris Trust" transaction with an
approximate value between $605 million and $625 million. In
a Morris Trust transaction the Company will issue Class A
Common stock to Harte-Hanks shareholders valued at between
$425 million and $605 million, depending upon the amount of
debt assumed by the Company. The Company has agreed to
assume a maximum of $200 million in debt, in which case the
total consideration would be approximately $625 million.
The total consideration would be approximately $605 million
for an all-stock transaction. The exact number of shares
issued will be determined by the total consideration and the
trading price of the Company's shares within a "collar"
range of $32.72 and $40.
Or the Company will pay approximately $775 million in
cash to Harte-Hanks if a Morris Trust transaction is not
feasible due to the outcome of pending federal legislation.
The companies expect to determine the structure of the
transaction by December 31, 1997.
The Company's board has authorized the repurchase of up to the
maximum number of Class A Common shares that could be issued
in a Morris Trust transaction. The company intends to purchase
shares in the open market from time to time, depending upon
market conditions.
The transaction is expected to result in approximately 5
percent dilution to the company's earnings during the first
year of ownership.
The Company's board has also granted the Edward W. Scripps
Trust (the "Trust") an option to buy whatever number of
shares is required for the Trust to maintain majority
ownership of the Company's Class A Common Stock. The
trustees of the Trust have asked an Ohio probate court for a
declaratory ruling confirming that the Trust is required to
hold only a majority of the Common Voting shares of the
Company and not a majority of the Class A shares. The
number of Class A shares issued in a Morris Trust
transaction would dilute the Trust's ownership of Class A
shares below 50%. The Trust's option is exercisable only if
a Morris Trust transaction is completed, and in that event the
option expires one year following an adverse ruling by the
court or six months following completion of the Company's
stock repurchase program, whichever comes later.
SIGNATURES
Pursuant to the requirements of the Security and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
THE E. W. SCRIPPS COMPANY
Dated: June 5, 1997 By: /s/ D. J. Castellini
D. J. Castellini
Senior Vice President,
Finance & Administration
