<PAGE> 1
As filed with the Securities and Exchange Commission on May 22, 1997
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
Ohio 31-1223339
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
312 Walnut Street, Cincinnati, Ohio 45202
(Address of Principal Executive Offices) (Zip Code)
---------------
THE E.W. SCRIPPS COMPANY
1997 DEFERRED COMPENSATION AND PHANTOM STOCK PLAN FOR SENIOR OFFICERS AND
SELECTED EXECUTIVES
(Full title of the plan)
---------------
M. DENISE KUPRIONIS
Secretary
The E.W. Scripps Company
312 Walnut Street
Cincinnati, Ohio 45202
(Name and address of agent for service)
(513) 977-3835
(Telephone number, including area code, of agent for service)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Title of Proposed Proposed
securities to Amount to be Maximum offering maximum aggregate Amount of
be registered registered(1) price-per share(2) offering price(2) registration fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Shares
$.01 par value 250,000 $37.63 $9,407,500 $2,851
Plan Interests Indeterminate(3)
================================================================================================================================
<FN>
(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plan.
(2) Estimated in accordance with Rules 457(c) and 457(h)(1) solely for the
purpose of determining the registration fee. The fee with respect to
the shares registered herein is based on the average of the high and
low sale prices on May 20, 1997, of the registrant's Class A Common
Shares as reported on the New York Stock Exchange.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The Class A Common Shares and plan interests registered by The
E.W. Scripps Company (the "Company") pursuant to this Registration Statement
will be issued under the Company's 1997 Deferred Compensation and Phantom Stock
Plan for Senior Officers and Selected Executives (the "Plan").
Item 3. Incorporation of Documents by Reference.
The documents listed in (a) through (c) below are incorporated
by reference in the registration statement. All documents filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") subsequent to the date of the filing
of this registration statement and prior to the filing of a post-effective
amendment that indicates that all securities registered hereunder have been
sold, or that de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be a part
hereof from the date of the filing of such documents.
(a) The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1996;
(b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since the Annual Report on
Form 10-K referenced above; and
(c) The description of the Company's Class A Common Shares
contained in the Company's Registration Statement on Form 10, declared
effective October 17, 1996, pursuant to Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
The legality of the Class A Common Shares and the interests in
the Plan offered hereby has been passed upon for the Company by Baker &
Hostetler LLP, Cleveland, Ohio. John H. Burlingame, a director of the Company,
is a partner of Baker & Hostetler LLP.
Item 6. Indemnification of Directors and Officers.
The Articles of Incorporation of the Registrant provide for
indemnification of directors and officers to the fullest extent permitted under
Section 1701.13 of the Ohio General Corporation Law.
The Registrant is permitted by its Articles of Incorporation
to maintain insurance on behalf of its directors and officers against any loss
arising from any claim asserted against them in such capacities, subject to
certain exclusions.
II-1
<PAGE> 3
Item 8. Exhibits.
Exhibit Number Description of Exhibit
- -------------- ----------------------
4(a) The E.W. Scripps Company 1997 Deferred Compensation and
Phantom Stock Plan for Senior Officers and Selected
Executives
4(b) Articles of Incorporation of The E.W. Scripps Company(1)
4(c) Code of Regulations of The E.W. Scripps Company(1)
5 Opinion of Baker & Hostetler LLP as to legality of the
Class A Common Shares and interests in the Plan being
registered
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Baker & Hostetler LLP (included in Opinion
filed as Exhibit 5 hereto)
24(a) Power of Attorney (Registrant)
24(b) Power of Attorney (Directors and Officers)
- -----------------------
(1) Incorporated by reference from Registration Statement on Form 10 (File
No. 1-11969) filed on October 17, 1996.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement to include any material
information with respect to the plan of distribution
not previously disclosed in the registration
statement or any material change to such information
in the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933 (the "Act"), each
such post-effective amendment shall be deemed to be a
new registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
The undersigned Registrant further undertakes that, for
purposes of determining any liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 4
Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 6 above or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is therefore unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cincinnati, State of Ohio, on May 22, 1997.
THE E.W. SCRIPPS COMPANY
By *
------------------------------------
William R. Burleigh
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed on May 22, 1997, by the following
persons in the capacities indicated below.
Signature Title
--------- -----
* President and Chief Executive Officer
- ---------------------------------- (Principal Executive Officer);
William R. Burleigh Director
* Senior Vice President, Finance
- ---------------------------------- & Administration (Principal Financial
Daniel J. Castellini and Accounting Officer)
* Chairman of the Board
- ----------------------------------
Lawrence A. Leser
* Director
- ----------------------------------
Charles E. Scripps
* Director
- ----------------------------------
Robert P. Scripps
* Director
- ----------------------------------
Paul K. Scripps
* Director
- ----------------------------------
John H. Burlingame
* Director
- ----------------------------------
Nicholas B. Paumgarten
II-4
<PAGE> 6
* Director
- ----------------------------------
Daniel J. Meyer
* Director
- ----------------------------------
Ronald W. Tysoe
* Director
- ----------------------------------
Julie A. Wrigley
* William Appleton, by signing his name hereto, does sign this
Registration Statement on behalf of the persons indicated above
pursuant to powers of attorney duly executed by such persons and filed
as exhibits to this Registration Statement.
By: /s/ WILLIAM APPLETON
- --------------------------------------
William Appleton, Attorney-in-Fact
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the administrator of the Plan has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Cincinnati, State of Ohio on May 22, 1997.
1997 DEFERRED COMPENSATION AND PHANTOM
STOCK PLAN FOR SENIOR OFFICERS AND
SELECTED EXECUTIVES
By: /s/ M. DENISE KUPRIONIS
--------------------------------------------
M. Denise Kuprionis, Administrator
<PAGE> 7
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
4(a) The E.W. Scripps Company 1997 Deferred Compensation and
Phantom Stock Plan for Senior Officers and Selected Executives
4(b) Articles of Incorporation of The E.W. Scripps Company(1)
4(c) Code of Regulations of The E.W. Scripps Company(1)
5 Opinion of Baker & Hostetler LLP as to legality of the Class A
Common Shares and interests in the Plan being registered
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Baker & Hostetler LLP (included in Opinion filed as
Exhibit 5 hereto)
24(a) Power of Attorney (Registrant)
24(b) Power of Attorney (Directors and Officers)
- -------------------
(1) Incorporated by reference from Registration Statement on Form 10 (File
No. 1-11969) filed on October 17, 1996.
<PAGE> 1
Exhibit 4(a)
THE E. W. SCRIPPS COMPANY
1997 DEFERRED COMPENSATION AND PHANTOM STOCK PLAN FOR
SENIOR OFFICERS AND SELECTED EXECUTIVES
- --------------------------------------------------------------------------------
1. INTRODUCTION
------------
Effective May 22, 1997, The E. W. Scripps Company ("Company") hereby
adopts a non-qualified deferred compensation and phantom stock plan
(the "Plan") for Senior Officers and Selected Executives ("Eligible
Participants") of the Company and its Affiliates who participate in the
Company's and Affiliate's annual executive bonus plan ("Annual
Executive Bonus Plan"). This Plan is intended to replace various prior
deferred compensation plans which have been incorporated into, and now
are governed by, the Scripps Howard, Inc. Deferred Compensation Plan
for Executives (the "Old Plan"), which was adopted by the Company in
1995. The Old Plan hereby is terminated, rescinded, and superseded by
this Plan, effective at such time as all deferrals under the Old Plan
have been credited to Accounts under this Plan.
The purpose of the Plan is to provide an opportunity for Participants,
as defined in Section 6 below, to enhance their personal financial
planning by having access to a vehicle for deferring income to a time
considered by them to be of personal advantage. Additionally, the Plan
is designed to more closely align the Participants' financial interests
with those of the Company's shareholders.
2. PLAN ADMINISTRATION
-------------------
The Plan shall be governed by the Board of Directors of the Company
(the "Board") and administered by the Corporate Secretary or such other
person or persons as the Board may determine. The Board may delegate
any or all of its powers and responsibilities hereunder to its
Compensation Committee and/or to such other person or persons as the
Board may determine. In such case, the decisions of the Compensation
Committee or other designee shall be binding and given effect as if
made by the entire Board.
The Board, or its designee, may adopt such rules and regulations as it
may deem necessary for the proper administration of the Plan, and which
are not inconsistent with the provisions hereof. The decision of the
Board, or its designee, in all matters pertaining to the administration
or interpretation of this Plan shall be final, conclusive and binding
for all purposes.
3. ELIGIBILITY TO PARTICIPATE
--------------------------
From year to year, those Senior Officers and Selected Executives of the
Company and its Affiliates who have been notified, in writing, of their
participation in the Annual Executive Bonus Plan shall be eligible to
participate in this Plan for the corresponding year. The Eligible
Participants are key employees of the Company or its Affiliates and
constitute a select group of management or highly compensated
employees, as defined under Sections 201(2), 301(a)(3), and 401(a)(1)
of the Employee Retirement Income Security Act of 1974, as amended.
4. PLAN YEAR
---------
The Plan Year shall be the calendar year.
Page 1 of 6
<PAGE> 2
5. COMPENSATION ELIGIBLE FOR DEFERRAL
----------------------------------
With respect to a particular Plan Year, Eligible Participants may elect
to defer all or a portion of the payments which otherwise become
payable under the Annual Executive Bonus Plan for the corresponding
year.
6. ENROLLMENT PROCEDURE AND TIMING OF ELECTION
-------------------------------------------
Any person who is an Eligible Participant for a given Plan Year may
elect to participate in this Plan for that year by filing a Deferral
Election Form with the Corporate Secretary or other designee no later
than thirty (30) days after receiving written notification of his
participation in the Annual Executive Bonus Plan for that same year.
The Deferral Election Form shall be forwarded to Eligible Participants
at or about the same time they are notified of their participation in
the Annual Executive Bonus Plan.
Eligible Participants who actually file a Deferral Election Form for a
given Plan Year are considered to be Active Participants that year.
Other persons who have made deferral elections in prior years, but not
for the then current Plan Year, and who still have interests held under
the Plan are considered to be Inactive Participants. Active
Participants and Inactive Participants all are considered to be
Participants, as are beneficiaries, designated pursuant to Section 16
below, who actually are receiving payouts under the Plan following a
Participant's death.
Notwithstanding the preceding sentence, Participants who previously
elected to defer some or all of their potential 1997 bonus payments,
pursuant to the terms of the Old Plan, may, until June 30, 1997, make a
new election to have such previously elected 1997 deferrals invested,
in whole or in part, and in either or both, the Fixed Income Fund
and/or the Phantom Stock Fund. In the absence of a new election, these
1997 deferrals will be invested in the Fixed Income Fund.
7. DEFERRAL PERIOD
---------------
Eligible Participants can elect to defer payment from the date such
payment otherwise would be made until an actual date specified by the
Eligible Participant, but no earlier than three years from the date it
would otherwise have been paid, or until the date of termination of
employment for any reason, including retirement.
8. ADMINISTRATIVE RULES FOR THE DEFERRAL ELECTION
----------------------------------------------
Eligible Participants must elect to defer a minimum of at least 25% of
any payments which otherwise become payable under the Annual Executive
Bonus Plan in order to make a deferral election.
At the time of the election to defer, an Eligible Participant must
select the deferral period. See Section 7 above.
An Eligible Participant must elect to have all deferral amounts for a
given year credited to an Account(s) under the Fixed Income Fund, the
Phantom Stock Fund or a combination of both Funds. See Section 9 below.
Once an election for a given year's deferral has been made, it is
irrevocable; but the Participant is free to make different elections
for deferrals of annual executive bonus amounts for future years.
Page 2 of 6
<PAGE> 3
9. CREDITING DEFERRALS AND INCOME/DIVIDENDS TO THE INVESTMENT FUNDS
----------------------------------------------------------------
(A) FIXED INCOME FUND
-----------------
Deferred amounts will be recorded as a liability to the Participant as
of January 1st of the Plan Year in which the bonus otherwise would have
been paid in cash to the Participant but for the deferral election.
Such amount will be recorded as a dollar amount in a bookkeeping
Account in the Participant's name. The Account will be credited with
interest throughout the deferral period. Interest on unpaid deferred
amounts will be compounded and credited annually, as of the following
January 1st or any earlier payout date, with the interest rate used for
a given Plan Year being one percent (1%) above the average effective
yield on 10-year United States Treasury Bonds for the 12 months most
recently reported in Federal Reserve Statistical Releases issued
through the date as of which the credit is made to the Account.
(B) PHANTOM STOCK FUND
------------------
Deferred amounts will be recorded as a liability to the Participant as
of January 1st of the Plan Year in which the bonus otherwise would have
been paid in cash to the Participant but for the deferral election.
Such amount will be recorded as a "phantom share number" in a
bookkeeping Account in the Participant's name. The phantom share number
so recorded will equal the number of shares of the Company's Class A
Common Shares that could have been purchased, without commissions or
other fees, with the Participant's deferral for that year ("Phantom
Shares"), based upon the following calculation:
<TABLE>
<CAPTION>
<S> <C> <C>
Amount Deferred Fair Market Value of the Number of
/ Company's Class A Common = Phantom
Shares when credited, Shares
with Fair Market Value being Credited
defined as the average of
the high and low sale
prices of the Company's
stock on the New York Stock
Exchange on the last trading day
preceding the date as of which
the credit is made to the Account.
</TABLE>
The Account will be credited with dividends throughout the deferral
period. The amount of dividends paid in a given year on the Company's
Class A Common Shares shall be converted to Phantom Shares annually, as
of the following January 1st or any earlier payout date, and added to
the balance of the Participant's Account under the Phantom Stock Fund.
The calculation shall be made in the same manner described above (but
substituting "amount of dividends" for "amount deferred" in said
calculation).
Participants may not make inter-Fund transfers, I.E., once an election
is made to defer into a specific Fund, the Participant cannot elect to
move an Account balance into another Fund.
Phantom Shares shall not carry voting rights.
10. PAYMENT OF THE BALANCE IN THE PARTICIPANT'S ACCOUNTS
----------------------------------------------------
(A) FIXED INCOME FUND
-----------------
At the time the Eligible Participant executes the Deferral Election
Form, he must elect that deferred amounts, including interest, be paid
in a lump sum, or over a specified number of years (not to exceed 15
years). The Eligible Participant also must elect a payment
Page 3 of 6
<PAGE> 4
commencement date. If the Eligible Participant fails to make an
election as to the period of time over which payments are to be made,
payments shall be made over a 10-year period, in equal or substantially
equal installments, commencing on the payment commencement date elected
by the Eligible Participant on the Deferral Election Form. If no
payment commencement date is specified, payments will commence as soon
as is administratively practicable after the Participant terminates
employment.
Balances in the Fixed Income Fund will continue to earn interest credit
as described above until paid out completely.
Notwithstanding the foregoing provision, the Company shall have
absolute discretion to accelerate pay-out in the event of a
Participant's disability, death or severe hardship.
(B) PHANTOM STOCK FUND
------------------
At the time the Eligible Participant executes the Deferral Election
Form, he must elect the form of payment to be made (I.E., cash, actual
shares of the Company's Class A Common Shares ("Actual Shares"), or in
a predetermined combination of both). The Eligible Participant also
must elect whether such amounts, whether paid in cash, in Actual
Shares, or in a combination of both, will be paid in a lump sum or over
a specified number of years (not to exceed 15 years). Finally, the
Eligible Participant also must elect a payment commencement date.
A Participant may change the election of the form of payment of the
balance in the Phantom Stock Account, (E.G., from Actual Shares to
cash, cash to Actual Shares, or from cash only or Actual Shares only to
a combination of both), subject to applicable law.
If payment is to be in cash, in installments, the unpaid balance will
be held in the Phantom Stock Fund and will continue to earn dividend
credit as described above.
If the Participant fails to make an election as to the period of time
over which cash payments or distributions of Actual Shares are to be
made, such payment shall be made over a 10-year period, in equal or
substantially equal installments, commencing on the payment
commencement date elected by the Participant on the Deferral Election
Form. If no payment commencement date is specified, payments will
commence as soon as is administratively practicable after the
Participant terminates employment.
Distributions made in cash will be based on the value of the Actual
Shares on the last trading day preceding the designated payout date.
Distributions made in the form of Actual Shares shall be made with
treasury shares or shares acquired on the open market, and will cancel
out Phantom Shares on a one for one basis.
Notwithstanding the foregoing provision, the Company shall have
absolute discretion to accelerate pay-out in the event of a
Participant's disability, death or severe hardship.
11. PREVIOUS DEFERRAL ELECTIONS
---------------------------
Participants who previously made deferral elections under the Old Plan
shall not be permitted to revoke such deferral elections, nor change
the payment commencement date or form of payment (i.e., lump sum or
installments). Such eligible deferred amounts shall be paid at the time
previously elected by the Participant. However, the Participant shall
be given the opportunity to elect to have some or all such amounts
previously credited to his Account under the Old Plan invested in the
Phantom Stock Fund, pursuant to rules promulgated by the Board or its
designee. Amounts not so invested in the Phantom Stock Fund shall be
invested in the Fixed Income Fund. All such elections must be made by
June 30, 1997, and credits to the Funds will be made as of January 1,
1998.
Page 4 of 6
<PAGE> 5
12. FUNDING OF THE PLAN
-------------------
The amounts deferred under this Plan will be recorded on the Company's
and Affiliate's books, as applicable, as liabilities to the
Participants. During the deferral period, and the payout period, the
Participant will be a general, unsecured creditor of the Company or
Affiliate that employed the Participant when he earned the original
deferral. All benefits hereunder, including distributions in-kind from
the Phantom Stock Fund, shall be paid only from the general assets of
the Company or Affiliate, as applicable.
13. ASSIGNMENTS PROHIBITED
----------------------
No benefit hereunder may be assigned, sold, pledged, transferred,
mortgaged, or otherwise encumbered and, to the extent permitted by
applicable law, no such benefit shall be subject to legal process or
attachment for the payment of any claims against any person entitled to
receive the same.
14. CHANGE OF CONTROL
-----------------
At the time the Participant executes the Deferral Election Form, he may
elect to accelerate the payment of all deferred amounts and receive
payment in a lump sum (in cash or, in the case of Phantom Shares, in
shares or in combination of both, as the case may be) as soon as
practicable after (and in the event that) a Change in Control occurs.
For purposes hereof, "Change in Control" shall mean an event that would
be required to be reported in response to Item 1 of Form 8-K or any
successor form thereto promulgated under the Securities Exchange Act of
1934.
15. AMENDMENT AND TERMINATION
-------------------------
The Board reserves, in its sole and exclusive discretion, the right at
any time and from time to time to amend this Plan in any respect or
terminate the Plan without restriction and without the consent of any
Participant; provided, however, that no amendment or termination of the
Plan shall impair the right of any Participant to receive benefits
which have been deferred prior to such amendment or termination.
16. DESIGNATION OF BENEFICIARY
--------------------------
A Participant must designate a primary and secondary beneficiary to
whom amounts unpaid at the Participant's death will be made. The
Participant's original Deferral Election Form(s) will govern the
commencement date and duration of payouts to the beneficiary, except as
provided otherwise in this Plan. In the event that no valid beneficiary
designation exists at the time of the Participant's death, unpaid
amounts will be paid, in cash, to the Participant's spouse, if living,
or otherwise to the Participant's estate.
17. MISCELLANEOUS
-------------
(A) Nothing contained in the Plan guarantees the continued employment
of a Participant with the Company.
(B) If a Participant entitled to receive a benefit under the Plan is
deemed by the Board, or its designee, or is adjudged by a court of
competent jurisdiction, to be legally incapable of giving valid receipt
and discharge for such benefit, such payments shall be paid to such
person or persons as the Board, or its designee, shall designate or to
the duly appointed guardian or other legal representative of such
Participant. Such payment shall, to the extent made, be deemed a
complete discharge for such payments under the Plan.
Page 5 of 6
<PAGE> 6
(C) Payments made under the Plan, and deferrals to the Plan, shall be
subject to withholding and such taxes as shall at the time be required
under any income or employment tax or other laws, whether of the United
States or any other jurisdiction.
(D) No person who is a Participant in the Plan shall participate in any
Board or administrative decision having a direct material impact upon
his rights and benefits under the Plan, excluding, however, general
decisions having widespread applicability to many Participants.
(E) All expenses and costs in connection with the operation of the Plan
shall be borne by the Company.
(F) The provisions of the Plan shall be construed according to the laws
of the State of Ohio.
(G) The masculine pronoun whenever used herein shall include the
feminine gender, and the feminine shall include the masculine, and the
singular number as used herein shall include the plural and the plural
shall include the singular, unless the context clearly indicates
otherwise.
(H) The titles and headings as used herein are for convenience of
reference only and, in case of any conflict, the text of the Plan,
rather than such titles or headings, shall be controlling.
Page 6 of 6
<PAGE> 1
Exhibit 5
[Baker & Hostetler LLP Letterhead]
May 22, 1997
The E.W. Scripps Company
312 Walnut Street
Cincinnati, Ohio 45202
Gentlemen:
We have acted as counsel to The E.W. Scripps Company, an Ohio
corporation (the "Company"), in connection with the Company's Registration
Statement on Form S-8 (the "Registration Statement") filed under the Securities
Act of 1933 (the "Act") relating to the reservation of 250,000 Class A Common
Shares, $.01 par value (the "Class A Common Shares"), of the Company for
issuance under the Company's 1997 Deferred Compensation and Phantom Stock Plan
for Senior Officers and Selected Executives (the "Plan") and interests in the
Plan which may be offered or sold pursuant to the Plan.
In connection with the foregoing, we have examined: (a) the
Articles of Incorporation and Code of Regulations of the Company, (b) the Plan,
and (c) such records of the corporate proceedings of the Company and such other
documents as we deemed necessary to render this opinion.
Based on such examination, we are of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Ohio.
2. The interests in the Plan, when issued to Plan participants
in accordance with the terms of the Plan, will be legally issued.
3. The Class A Common Shares available for issuance under the
Plan, when issued pursuant to the Plan, will have been legally issued and will
be fully paid and nonassessable.
We hereby consent to the use of this Opinion as Exhibit 5 to
the Registration Statement and the reference to our firm in Item 5 of Part II of
the Registration Statement.
Very truly yours,
/s/ Baker & Hostetler LLP
BAKER & HOSTETLER LLP
<PAGE> 1
Exhibit 23(a)
[DELOITTE & TOUCHE LLP LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
relating to the 1997 Deferred Compensation and Phantom Stock Plan for Senior
Officers and Selected Executives of The E.W. Scripps Company and subsidiary
companies on Form S-8 of our report dated January 22, 1997 appearing in the
Annual Report on Form 10-K of The E.W. Scripps Company and subsidiary companies
for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP ----------------------------
DELOITTE TOUCHE
TOHMATSU
CINCINNATI, OHIO INTERNATIONAL
May 22, 1997 ----------------------------
[LOGO]
<PAGE> 1
Exhibit 24(a)
POWER OF ATTORNEY
-----------------
The E.W. Scripps Company, an Ohio corporation, which proposes
to file with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, registration statements on Form S-8 with respect to (i)
the Company's Class A Common Shares, $.01 par value, reserved for issuance under
the Company's 1994 Non-Employee Directors' Stock Option Plan, the Company's 1997
Long-Term Incentive Plan, and the 1997 Deferred Compensation and Phantom Stock
Plan for Senior Officers and Selected Executives ("Deferred Compensation Plan")
and (ii) interests to be offered or sold pursuant to the Deferred Compensation
Plan, hereby constitutes and appoints Daniel J. Castellini, M. Denise Kuprionis
and William Appleton, and each of them, as the attorney of the Company, with
full power of substitution and resubstitution, for and in the name, place and
stead of the Company, to sign and file the proposed registration statements and
any and all amendments and exhibits thereto, and any and all applications and
other documents to be filed with the Securities and Exchange Commission
pertaining to such securities or such registration, with full power and
authority to do and perform any and all acts and things whatsoever requisite to
be done in the premises, hereby ratifying and approving the acts of such
attorney or any such substitute.
IN WITNESS WHEREOF, The E.W. Scripps Company has caused this
power of attorney to be signed on its behalf by the undersigned in Cincinnati,
Ohio, on May 22, 1997.
THE E.W. SCRIPPS COMPANY
By: /s/ WILLIAM R. BURLEIGH
-------------------------------------
William R. Burleigh, President
and Chief Executive Officer
And: /s/ M. DENISE KUPRIONIS
-------------------------------------
M. Denise Kuprionis, Secretary
<PAGE> 1
Exhibit 24(b)
POWER OF ATTORNEY
-----------------
We, the undersigned directors and officers of The E.W. Scripps
Company, an Ohio corporation (the "Company"), hereby constitute and appoint
Daniel J. Castellini, M. Denise Kuprionis and William Appleton as our true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for us and in our stead, in any and all capacities to execute
and file registration statements on Form S-8 pursuant to the Securities Act of
1933 in order to register (i) Class A Common Shares under such Act for issuance
(A) to directors of the Company under the Company's 1994 Non-Employee Directors'
Stock Option Plan as it may be amended now or from time to time, (B) to officers
and key employees of the Company under the Company's 1997 Long-Term Incentive
Plan, and (C) to senior officers and selected executives of the Company under
the Company's Deferred Compensation and Phantom Stock Plan (the "Deferred
Compensation Plan") and (ii) interests to be offered or sold pursuant to the
Deferred Compensation Plan, and all amendments to such registration statements,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
each said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing necessary or advisable to be done in and about the
premises, hereby ratifying and confirming all that said attorney-in-fact and
agent or substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, we have executed this power on May 22,
1997 in Cincinnati, Ohio.
/s/ LAWRENCE A. LESER /s/ DANIEL J. MEYER
- ---------------------------- ----------------------------------
Lawrence A. Leser, Chairman Daniel J. Meyer, Director
/s/ CHARLES E. SCRIPPS /s/ NICHOLAS B. PAUMGARTEN
- ---------------------------- ----------------------------------
Charles E. Scripps, Director Nicholas B. Paumgarten, Director
/s/ RONALD W. TYSOE /s/ JOHN H. BURLINGAME
- ---------------------------- ----------------------------------
Ronald W. Tysoe, Director John H. Burlingame, Director
/s/ ROBERT P. SCRIPPS /s/ JULIE A. WRIGLEY
- ---------------------------- ----------------------------------
Robert P. Scripps, Director Julie A. Wrigley, Director
/s/ PAUL K. SCRIPPS /s/ DANIEL J. CASTELLINI
- ---------------------------- ----------------------------------
Paul K. Scripps, Director Daniel J. Castellini, Senior Vice
President, Finance & Administration
<PAGE> 2
/s/ WILLIAM R. BURLEIGH
- ----------------------------
William R. Burleigh, President,
Chief Executive Officer and Director
