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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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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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[LOGO]
THE E.W. SCRIPPS COMPANY
312 WALNUT STREET
CINCINNATI, OHIO 45202
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 13, 1999
------------------
TO THE SHAREHOLDERS OF THE E.W. SCRIPPS COMPANY
The Annual Meeting of the Shareholders of The E. W. Scripps Company (the
"Company") will be held at the Queen City Club, Cincinnati, Ohio, on Thursday,
May 13, 1999 at 10:00 a.m., local time, for the following purposes:
1. To elect ten persons to serve as directors for the ensuing year;
2. To transact such other business as may properly come before the
meeting.
The board of directors has fixed the close of business on March 19, 1999 as
the record date for the determination of shareholders who are entitled to notice
of and to vote at the meeting and any adjournments thereof.
We encourage you to attend the meeting and vote your shares in person. If
you plan to attend the meeting and need special assistance because of a
disability, please contact the corporate secretary's office.
We have enclosed the 1998 Annual Report, including financial statements,
and the Proxy Statement with this Notice of Annual Meeting.
To assure your representation at the meeting, please vote, sign, date and
mail the enclosed proxy card in the envelope provided, even if you plan to
attend the meeting in person. Returning your executed proxy card will not affect
your right to attend the meeting and vote your shares in person.
Your proxy is being solicited by the board of directors,
M. DENISE KUPRIONIS, ESQ.
Corporate Secretary
March 29, 1999
<PAGE> 3
THE E.W. SCRIPPS COMPANY
312 WALNUT STREET
CINCINNATI, OHIO 45202
------------------
PROXY STATEMENT
1999 ANNUAL MEETING
MAY 13, 1999
This proxy statement, notice of meeting, proxy card and annual report is
being mailed to shareholders on or about March 29, 1999. It is furnished in
connection with the solicitation of proxies for use at the Annual Meeting of
Shareholders of The E. W. Scripps Company, an Ohio corporation (the "Company"),
which will be held on Thursday, May 13, 1999.
The close of business on March 19, 1999 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
meeting.
On March 1, 1999 the Company had outstanding 59,147,246 Class A Common
Shares, $.01 par value per share ("Class A Common Shares"), and 19,218,913
Common Voting Shares, $.01 par value per share ("Common Voting Shares"). Holders
of Class A Common Shares 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 Ohio law. Holders of Common Voting Shares are
entitled to elect all remaining directors and to vote on all other matters
requiring a vote of shareholders. Each Class A Common Share and Common Voting
Share is entitled to one vote upon matters on which such class of shares is
entitled to vote.
PROPOSAL 1
Election of Directors
---------------------
A board of ten directors is to be elected, three by the holders of Class A
Common Shares voting separately as a class and seven by the holders of Common
Voting Shares 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 Shareholders and until their respective
successors are elected and qualified.
Each proxy for Class A Common Shares executed and returned by a holder of
such shares will be voted for the election of the three directors hereinafter
shown as nominees for such class of shares, unless otherwise indicated on such
proxy. Each proxy for Common Voting Shares executed and returned by a holder of
such shares will be voted for the election of the seven directors hereinafter
shown as nominees for such class of shares, unless otherwise 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.
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<PAGE> 4
REPORT ON THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
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 SHARES
Daniel J. Meyer (1) 62 1988 Chairman since January 1, 1991 and Chief Executive Officer
since April 24, 1990 of Milacron Inc. President since
January 1, 1998 (a manufacturer of metal working and
plastics processing machinery and systems).
Nicholas B. Paumgarten 53 1988 Managing Director of J.P. Morgan & Co. Incorporated since
February 10, 1992 (an investment banking firm).
Ronald W. Tysoe (2) 45 1996 Vice Chairman, Finance and Real Estate since December 1997
and Vice Chairman and Chief Financial Officer from April
1990 to December 1997 of Federated Department Stores, Inc.
NOMINEES FOR ELECTION BY HOLDERS OF COMMON VOTING SHARES (9)
William R. Burleigh (3) 63 1990 Chief Executive Officer of the Company since May 1996,
President of the Company since August 1994, Chief Operating
Officer from May 1994 to May 1996, Executive Vice President
from March 1990 through May 1994 and Senior Vice
President/Newspapers and Publishing from September 1986 to
March 1990.
John H. Burlingame (4) 65 1988 Senior Partner since January 1, 1998, Partner from June 1,
1997 through December 31, 1997 and Executive Partner from
1982 through June 1, 1997 of Baker & Hostetler LLP (law
firm).
Nackey E. Scagliotti (6) 53 (5) Acting Publisher since 1998, Assistant Publisher from
1994-1998 of Neighborhood Publications, Inc. (weekly
newspapers) and Assistant Publisher since 1996 of Union
Leader Corp. (publisher of Sunday and daily newspapers).
Charles E. Scripps (6) 79 1946 Chairman of the Executive Committee of the Company since
August 1994 and Chairman of the Board of Directors of the
Company from 1953 to August 1994.
Edward W. Scripps (6) 40 1998 Vice President of Scripps Howard Foundation from 1995
through 1998. News Director at KJRH-TV, a division of a
subsidiary of the Company from February 1983 through
September 1993.
Paul K. Scripps (6) (7) 53 1986 Vice President/Newspapers of the Company since November 1997
and Chairman from December 1989 to June 1997 of a subsidiary
of the Company.
Julie A. Wrigley (8) 50 1997 President and CEO of Wrigley Investments, LLC since March
1999, Chairman and CEO of Wrigley Management Inc. from 1995
through 1998, Assistant to the President/CEO of Wm. Wrigley
Jr. Company from 1994 through 1998, Investment Advisor &
Manager of Wrigley Family Trusts and Estates from 1977
through 1998.
</TABLE>
- - ---------------
(1) Mr. Meyer is a director of Milacron Inc., Firstar Corporation and Hubbell
Incorporated (manufacturer of wiring and lighting devices).
(2) Mr. Tysoe is a director of Federated Department Stores, Inc.
(3) Mr. Burleigh is a director of Ohio National Financial Services Company (a
mutual insurance and financial services company).
(4) Mr. Burlingame is a trustee of The Edward W. Scripps Trust.
(5) Mrs. Nackey E. Scagliotti is a nominee for election as director for the
first time.
(6) Mr. Charles E. Scripps is Chairman of the Board of Trustees of The Edward W.
Scripps Trust. Mr. Paul K. Scripps is a second cousin of Mr. Charles E.
Scripps, Mr. Edward W. Scripps is Mr. Charles E. Scripps' nephew and Mrs.
Scagliotti is a niece of Mr. Charles E. Scripps.
(7) 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."
(8) Mrs. Julie A. Wrigley is a director of First Bank of Idaho and was a
director of Associated Bank, Chicago, from 1988 to 1996.
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<PAGE> 5
(9) The Board of Directors of the Company believes that it would be in the best
interest of the shareholders to add an eleventh director. However, the
search and interviewing process has not been completed. So that the Company
may benefit from another director's expertise, if a candidate is identified
prior to the next annual meeting, such candidate will be elected to the
board by the directors in accordance with Ohio law. If that happens, the
director would then stand as a nominee, for election by the holders of the
Company's common voting shares, at the 2000 annual meeting of shareholders.
The Edward W. Scripps Trust, which controls 83.5% of the Company's common
voting shares, has agreed to this process and indicated its intention to
vote for such director, if selected, in 2000.
REPORT ON THE BOARD OF DIRECTORS AND ITS COMMITTEES
BOARD AND COMMITTEE MEETINGS
During 1998, the board held four regularly scheduled meetings. The
following committees of the board held the number of meetings indicated:
Executive, three; Audit, two; Compensation and Incentive Plan, two; and Policy
Governance, three. Each director attended all of the regularly scheduled board
of director meetings. Each director attended 100% of the meetings of board
committees on which the director served except for one director who attended 80%
of the committee meetings and one director who did not attend any committee
meetings.
COMMITTEES
Executive Committee. Charles E. Scripps (chairman), William R. Burleigh,
John H. Burlingame and Lawrence A. Leser 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.
Audit Committee. Ronald W. Tysoe (chairman), Daniel J. Meyer and Nicholas
B. Paumgarten 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.
Compensation Committee. Daniel J. Meyer (chairman), John H. Burlingame,
Charles E. Scripps and Ronald W. Tysoe are the members of the compensation
committee, which oversees all compensation matters relating to the Company's
senior executives.
Incentive Plan Committee. Daniel J. Meyer (chairman) and Ronald W. Tysoe,
two of the Company's independent directors, are the members of the incentive
plan committee, which approves all awards under the Company's Long-Term
Incentive Plan and approves all performance based bonus awards for the Company's
senior executives. The incentive plan committee is a subcommittee of the
compensation committee and meets at the same time as the compensation committee.
Policy Governance Committee. John H. Burlingame (chairman), William R.
Burleigh, Daniel J. Meyer and Julie A. Wrigley are the members of the policy
governance committee. The purpose of the committee is to review the size and
scope of the board, to recommend nominees of directors to the board, to
formulate policies of board conduct and to insure that the board adopts
generally accepted corporate governance standards. The committee does not
consider nominees recommended by shareholders.
REPORT ON THE COMPENSATION OF DIRECTORS
Directors who are employees of the Company are not compensated for their
service on the board.
Directors who are not employees of the Company received an annual fee of
$30,000 and an additional $2,000 for each meeting that he or she attended of the
board of directors or a committee thereof on which she or he served.
Additionally, each director who was a committee chairman received an annual fee
of $3,000. Directors who are employees of the Company, Mr. Lawrence A. Leser and
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<PAGE> 6
Mr. Charles E. Scripps did not receive any compensation for services as
directors or committee members.
Pursuant to an agreement with the Company, Mr. Scripps received a fee for
consulting services and services as Chairman of the Executive Committee at the
annual rate of $50,000. This agreement is automatically renewable for so long as
Mr. Scripps holds the position of Chairman of the Executive Committee.
Pursuant to an agreement with the Company, Mr. Leser received a fee for
consulting services and services as Chairman of the Board of Directors at the
annual rate of $250,000. This agreement expires in May 1999. Mr. Leser is not
standing for re-election as a member of the board of directors.
In the first quarter of 1999, the Company's 1994 Non-Employee Directors'
Stock Option Plan was amended so that directors of the Company, who are not also
employees of the Company, will receive annual nonqualified stock option awards
(2,000 shares) beginning with the date of the 1999 annual meeting of
shareholders. The amendment discontinues a one-time nonqualified stock option
award of 10,000 shares and allows trustees and beneficiaries of The Edward W.
Scripps Trust to receive such awards.
REPORT ON THE 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, 1999, of more
than five percent of the Company's outstanding Class A Common Shares or Common
Voting Shares. 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 SHARES PERCENT SHARES PERCENT
------------------- ------------- ------- ------ -------
<S> <C> <C> <C> <C>
The Edward W. Scripps Trust (1) 29,096,111 49.2% 16,040,000 83.5%
312 Walnut Street
P.O. Box 5380
Cincinnati, Ohio
Paul K. Scripps and 600 .0% 1,616,113 8.4%
John P. Scripps Trust (2)
625 Broadway, Suite 625
San Diego, California
Franklin Mutual Advisors, Inc. (3) 3,579,000 6.1% -- --
777 Mariners Island Blvd.
San Mateo, California
</TABLE>
- - ---------------
(1) Under the Trust Agreement establishing The Edward W. Scripps Trust (the
"Trust"), the Trust must retain voting shares 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 75 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 Common Voting Shares to be held by them upon termination of
the Trust and distribution of the Trust estate. See "Certain
Transactions--Scripps Family Agreement."
(2) See footnote 5 to the table under "Security Ownership of Management."
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<PAGE> 7
(3) Franklin Mutual Advisors, Inc. has filed a Schedule 13G with the Securities
and Exchange Commission with respect to the Company's Class A Common Shares.
The information in the table is based on the information contained in such
filing which was for the year ended December 31, 1998.
REPORT ON THE SECURITY OWNERSHIP OF MANAGEMENT
The following information is set forth with respect to the Company's Class
A Common Shares and Common Voting Shares beneficially owned as of March 1, 1999,
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>
COMMON
NAME OF INDIVIDUAL OR CLASS A VOTING
NUMBER OF PERSONS IN GROUP COMMON SHARES (1) PERCENT SHARES PERCENT
-------------------------- ----------------- ------- ------ -------
<S> <C> <C> <C> <C>
William R. Burleigh 514,562 * -- --
John H. Burlingame (2) 500 * -- --
Lawrence A. Leser 285,256 * -- --
Daniel J. Meyer 11,000 * -- --
Nicholas B. Paumgarten (3) 13,250 * -- --
Nackey E. Scagliotti -- -- -- --
Charles E. Scripps (2) (4) 19,850 * -- --
Edward W. Scripps 1,000 * -- --
Paul K. Scripps (5) 600 * 1,616,113 8.4%
Ronald W. Tysoe 10,000 * -- --
Julie A. Wrigley 15,055 * -- --
Daniel J. Castellini (6) 212,235 * -- --
Paul F. (Frank) Gardner 135,512 * -- --
Craig C. Standen (7) 82,065 * -- --
Alan M. Horton (8) 135,291 * -- --
All directors and executive officers as a group
(24 persons) (9) 30,727,830 52% 17,656,113 91.9%
</TABLE>
- - ---------------
* Shares owned represent less than one percent of the outstanding shares of
such class of stock.
(1) The shares listed for each of the officers and directors include Class A
Common Shares underlying exercisable options and options that are
exercisable within 60 days of March 1, 1999, held by him or her. The shares
listed do not include the balances held in any of the directors' or
officers' phantom share accounts that are the result of an election to
defer compensation under the 1997 Deferred Compensation and Stock Plan for
Directors or the 1997 Deferred Compensation and Phantom Stock Plan for
Senior Officers and Selected Executives, respectively.
(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 29,096,111 Class A
Common Shares and the 16,040,000 Common Voting Shares of the Company held
by the Trust. Mr. Charles E. Scripps has 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. Paumgarten include 2,000 Class A Common Shares
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.
(4) The shares listed for Mr. Charles E. Scripps include 1,050 Class A Common
Shares owned by his wife. Mr. Scripps disclaims any beneficial interest in
these shares.
(5) The shares listed for Mr. Paul K. Scripps include 119,520 Common Voting
Shares and 400 Class A Common Shares held in various trusts for the benefit
of certain relatives of Paul K. Scripps and 100 Class A Common Shares 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 Common
Voting Shares held by five trusts of which Mr. Scripps is a trustee. Mr.
Scripps is the sole beneficiary of one of these trusts, holding
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<PAGE> 8
349,018 Common Voting Shares. He disclaims beneficial ownership of the
shares held in the other four trusts.
(6) The shares listed for Mr. Castellini include 1,000 Class A Common Shares
owned by his wife. Mr. Castellini disclaims any beneficial interest in
these shares.
(7) The shares listed for Mr. Standen include 180 shares held by Mr. Standen as
custodian for the benefit of one of his children. Mr. Standen disclaims any
beneficial interest in these shares.
(8) The shares listed for Mr. Horton include 100 shares held jointly with his
wife.
(9) The shares listed include the 29,096,111 Class A Common Shares and the
16,040,000 Common Voting Shares of the Company owned by the Trust.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
THE COMMITTEE
The compensation committee of the board of directors is comprised of
non-management directors. The committee establishes and oversees the Company's
executive compensation program. The members are Messrs. Daniel J. Meyer, Ronald
W. Tysoe, Charles E. Scripps and John H. Burlingame.
A subcommittee of the compensation committee is the incentive plan
committee. This committee approves awards under the Company's Long-Term
Incentive Plan. Mr. Meyer and Mr. Tysoe are the members of the incentive plan
committee. (The compensation committee and the incentive plan committee are
hereinafter jointly referred to as the "Committee".)
OVERVIEW OF THE COMPANY'S COMPENSATION PHILOSOPHY
The Company's compensation policy for senior officers and certain other
executives remained unchanged in 1998. It is designed to attract and retain a
highly-qualified management team. Scripps 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 meeting or exceeding these
targets. This policy encourages coordinated and sustained efforts toward
enhancing the Company's performance and maximizing value to shareholders.
COMPONENTS OF THE COMPENSATION PROGRAM
The compensation program is reviewed annually and is comprised primarily of
cash compensation, including salary and annual bonus, and grants of restricted
stock and nonqualified stock options under the Company's 1997 Long-Term
Incentive Plan. The Company believes its compensation policy is fair both to its
employees and its shareholders and is competitive within the industry.
BASE SALARY
The Company continues to participate 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 Survey
provides compensation analyses for executives in the media industry based on
revenues, industry segments (e.g., publishing and broadcasting) and market type
and size which, along with other data, are used by Scripps to determine the
median and other levels of compensation of executives of media companies with
profiles comparable to those of the Company.
The Company strives to place its high-performing executives at the median
level of compensation or higher, depending upon competitive pressures and
exceptional performance, no later than two to three years after attaining their
position. Actual base salaries for the chief executive officer and the other
named executives during the last year were consistent with this policy. None of
the named executives has an employment contract with the Company.
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 guidelines suggested
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<PAGE> 9
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 performance during the year. These performance factors are
not assigned specific weights. Rather, the Committee applies its own subjective
judgment in evaluating the aggregate impact of these factors and in making final
compensation determinations. In considering salary increases for persons other
than the CEO, the Committee also takes into consideration recommendations made
by the chief executive officer.
The increases that were approved by the Committee, effective January 1,
1999, were consistent with the Company's compensation philosophy.
ANNUAL BONUS
The purpose of the annual bonus program is to support the Company's
objective of enhancing value for our shareholders and to offer competitive total
compensation for financial performance that meets or exceeds expectations. The
program directly links compensation to Company performance. Participants in the
program are senior officers and certain other executives. Two performance
measures were utilized in 1998: the achievement of operating cash flow targets
and an earnings-per-share target. These performance measures represented 70% and
30% of the executive's bonus opportunity, respectively. The operating cash flow
targets for Mr. Gardner and for Mr. Horton were based on their specific areas of
responsibility. For the other named executives, the cash flow goal was based on
the consolidated operating cash flow target.
The Company's 1998 annual bonus plan for senior vice presidents with
division responsibility allowed for a target bonus opportunity of 50% of base
salary. Senior Vice Presidents with corporate responsibilities had a target
bonus opportunity of 40% of base salary. Determining if the executive earned the
targeted amount was a matter of ascertaining whether or not the preestablished
goals were achieved. The annual bonus plan requires that a minimum of 91% of a
preestablished goal must be attained before any bonus amount related to that
performance measurement can be paid. An upward adjustment in the target bonus
amount was possible if the Company exceeded its pre-established goals. However,
in no case may an executive earn greater than 150% of his target bonus amount.
The Company did not meet its 1998 earnings per share and operating cash
flow goals, which resulted in Messrs. Burleigh, Gardner, Horton, Standen and
Castellini receiving less than 100% of their 1998 targeted bonus award.
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 continues to endorse the position that stock ownership by
management and stock-based performance compensation arrangements are beneficial
in aligning management's and shareholders' interests in the enhancement of
shareholder value. In 1987, the Company adopted its first Long-Term Incentive
Plan. Upon expiration of that plan in 1997, the Company adopted the 1997
Long-Term Incentive Plan.
Eligible participants in the plan 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 the Company's Class A Common Shares
at the fair market value per share as of the date the option is granted, and 2)
restricted stock awards, which represent Class A Common Shares of the Company
which the recipient cannot sell or otherwise dispose of until the applicable
restriction period lapses and which are subject to forfeiture.
Stock Options. Generally executives receive a stock option award and a
restricted stock award when they first attain an executive position. Annually,
the Company considers whether or not to make additional stock option awards. In
considering whether or not to make additional awards, the Company
7
<PAGE> 10
initiates an individual review of each participant's performance. Award size is
predicated on an executive's past personal achievements, his or her
contributions to the business and his or her potential to materially build
future shareholder value. The Company believes that these awards provide an
incentive for continuing to build shareholder value and also align the
executive's interests with shareholder interests.
When awarded, stock options are granted at not less than the fair market
value of the Company's Class A Common Shares on the date of the grant.
Therefore, the stock options have value only if the share price appreciates
following the date of the award. This further ties executive compensation to
long-term financial performance.
Each of the named executives received a nonqualified stock option award in
1998. Such awards are exercisable in three equal annual installments, beginning
in January 1999.
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 retain and incent management with increased ownership interest in the
Company. None of the named executives received a restricted stock award in 1998.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The chief executive officer's 1998 compensation package consisted of a base
salary of $700,000 and a target cash bonus opportunity of 70% ($490,000) of such
salary. Mr. Burleigh's bonus plan for 1998 was based on the criteria outlined
above under "Annual Bonus." Because the Company did not meet all of its
performance targets, his 1998 bonus was $242,550.
In December 1998 the Committee reviewed Mr. Burleigh's performance and the
performance of the Company. The Committee specifically noted Mr. Burleigh's
efforts and accomplishments during a very difficult 1998. The Committee also
considered the Company's progress in implementing its strategic and financial
plans. Effective January 1, 1999, Mr. Burleigh's annual base salary was
increased to $750,000.
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 and each of its four
other most highly compensated executives.
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 attention of the Company's
corporate secretary.
The Compensation Committee
Daniel J. Meyer, Chairman
John H. Burlingame
Charles E. Scripps
Ronald W. Tysoe
8
<PAGE> 11
SUMMARY COMPENSATION 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.
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION(1)
----------------------------------
AWARDS
------------------------ ALL
RESTRICTED SECURITIES OTHER
ANNUAL COMPENSATION STOCK UNDERLYING COMPEN-
NAME AND ------------------- AWARD(S) OPTIONS/ SATION
PRINCIPAL POSITION YEAR SALARY BONUS (2) SARS (#) (3)
- - ---------------------------------- ---- -------- -------- ---------- ----------- -------
<S> <C> <C> <C> <C> <C> <C>
William R. Burleigh 1998 $700,000 $242,550 0 40,000 $4,800
President and Chief 1997 600,000 403,920 0 35,000 4,750
Executive Officer(4) 1996 518,750 355,625 $1,314,350 80,900 4,500
Paul F. (Frank) Gardner 1998 $450,000 $ 64,125 0 30,000 $4,800
Senior Vice President/ 1997 420,000 192,528 $ 345,000 25,000 4,750
Broadcasting 1996 400,000 160,000 0 0 4,500
Alan M. Horton 1998 $430,000 $129,000 0 30,000 $4,800
Senior Vice President/ 1997 390,000 171,288 $ 345,000 25,000 4,750
Newspapers 1996 350,000 140,000 0 0 4,500
Daniel J. Castellini 1998 $370,000 $ 73,260 0 20,000 $4,800
Senior Vice President/ 1997 350,000 157,080 0 20,000 4,750
Finance and Administration 1996 335,000 134,000 0 0 4,500
Craig C. Standen 1998 $347,500 $ 68,805 0 20,000 $4,800
Senior Vice President/ 1997 347,500 180,958 0 20,000 4,750
Corporate Development 1996 335,000 134,000 0 0 4,500
</TABLE>
- - ---------------
(1) In connection with the disposition of the cable television business to
Comcast Corporation in 1996, options and restricted stock awards granted
under the Company's Long-Term Incentive Plan were adjusted by the
compensation committee in accordance with such plan to prevent the dilution
or enlargement of rights of the holders of such options and awards.
Information in the Summary Compensation Table above with respect to options
and restricted stock awards reflects these adjustments.
(2) The aggregate number and value of restricted stock holdings for each named
executive officer as of the end of 1998 were as follows: Mr. Burleigh held
48,500 shares with a value of $2,391,535; Mr. Gardner held 10,000 shares
with a value of $493,100; and Mr. Horton held 10,000 shares, with a value of
$493,100 each. Dividends were paid during 1998 on shares of restricted stock
held by each named executive officer at a rate of thirteen cents per share
for the first and second quarters and fourteen cents per share for the third
and fourth quarters. Mr. Castellini and Mr. Standen did not hold any
restricted stock at December 31, 1998. The value of the restricted stock is
based on the average of the high and low closing sale prices of the
Company's shares on December 31, 1998 which was $49.31.
(3) Represents compensation paid pursuant to the Company's Retirement and
Investment Plan.
(4) Mr. Burleigh was elected chief executive officer of the Company on May 23,
1996. On January 1, 1996, his annual base pay rate was $475,000. Effective
June 1, 1996, his annual base pay rate was increased to $550,000.
9
<PAGE> 12
OPTION/SAR GRANTS IN 1998
The following table sets forth certain information regarding options for
Class A Common Shares granted in 1998 under the Company's Long-Term Incentive
Plan to named executives who participate therein.
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE AT
------------------------------------- ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF
SECURITIES OPTIONS/ SHARE PRICE
UNDERLYING SAR'S EXERCISE APPRECIATION FOR
OPTIONS/SAR'S GRANTED TO OR BASE OPTION TERM
GRANTED EMPLOYEES PRICE EXPIRATION -----------------------
NAME (#) IN 1998 ($/SH) DATE 5%($) 10%($)
---- ------------- ---------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
William R. Burleigh 40,000 6.2% $47.22 2008 $1,187,856 $3,010,261
Paul F. (Frank) Gardner 30,000 4.7% $47.22 2008 $ 890,892 $2,257,696
Alan M. Horton 30,000 4.7% $47.22 2008 $ 890,892 $2,257,696
Daniel J. Castellini 20,000 3.1% $47.22 2008 $ 593,928 $1,505,130
Craig C. Standen 20,000 3.1% $47.22 2008 $ 593,928 $1,505,130
Total awards to all
employees 641,950 100.0%
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN 1998 AND FY-END OPTION/SAR VALUES
The following table sets forth certain information regarding the number and
value of options for Class A Common Shares held by the named executives at
December 31, 1998. Three executives exercised options during 1998.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
12/31/98(#) 12/31/98($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED UNEXERCISABLE UNEXERCISABLE
---- --------------- ----------- --------------- -------------------
<S> <C> <C> <C> <C>
William R. Burleigh -- -- 414,767/63,333 $12,789,253/429,161
Paul F. (Frank) Gardner -- -- 104,734/46,666 $ 3,053,520/309,523
Alan M. Horton 4,900 $ 255,413 96,834/46,666 $ 3,066,588/309,523
Daniel J. Castellini 25,000 $1,261,049 174,167/33,333 $ 5,590,084/239,261
Craig C. Standen 34,600 $1,780,588 61,567/33,333 $ 1,850,318/239,261
</TABLE>
10
<PAGE> 13
REPORT ON STOCKHOLDER RETURN--PERFORMANCE GRAPH
Set forth below is a line graph comparing the cumulative total return on
the Company's Class A Common Shares, assuming an initial investment of $100 as
of December 31, 1993, 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
LINE GRAPH
<TABLE>
<CAPTION>
- - --------------------------------------------------------------------------------------------------
1993 1994 1995 1996 1997 1998
- - --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
S&P 500 $100 $101 $139 $171 $229 $294
- - --------------------------------------------------------------------------------------------------
Scripps $100 $112 $147 $214 $299 $311
- - --------------------------------------------------------------------------------------------------
Media Index $100 $ 94 $118 $151 $227 $237
- - --------------------------------------------------------------------------------------------------
</TABLE>
- - ---------------
(1) The companies in the peer group index are A.H. Belo Corporation, Gannett Co.
Inc., Knight-Ridder, Inc., Lee Enterprises, Inc., The New York Times
Company, Times Mirror Company, Tribune Company, and the Washington Post
Company. The index is weighted based on market capitalization. The companies
included in the peer group were approved by the compensation committee.
(2) The Company's divestiture of its cable television business on November 13,
1996 was treated as a dividend of $19.83 per share that was reinvested in
the Company's Class A Common Shares.
11
<PAGE> 14
REPORT ON COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Daniel J. Meyer, Ronald W. Tysoe, Charles E. Scripps and John H.
Burlingame are the members of the Company's compensation committee.
Mr. Charles E. Scripps is chairman of the executive committee of the
Company's board of directors and Mr. John H. Burlingame is a member of the
executive committee.
Mr. Charles E. Scripps and Mr. Edward W. 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 1998 was approximately $1,887,000. 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. Charles E. Scripps and Mr. Burlingame are trustees of The Edward W.
Scripps Trust and for 1999 they are expected to continue to serve as trustees.
As trustees, Mr. Scripps and Mr. Burlingame share the power, together with one
other trustee, to vote and dispose of the 29,096,111 Class A Common Shares and
16,040,000 Common Voting Shares of the Company held by the Trust. Mr. Scripps
has a life income interest in the Trust. Mr. Burlingame disclaims any beneficial
interest in the shares held by the Trust. See "Security Ownership of Certain
Beneficial Owners."
Mr. John H. Burlingame is a senior partner of Baker & Hostetler LLP which
served as legal counsel to the Company and to The Edward W. Scripps Trust in
1998 and is expected to perform such services in 1999.
REPORT ON THE COMPANY'S 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 $110,000 $129,000
400,000 74,000 99,000 123,000 148,000 172,000
500,000 93,000 124,000 154,000 185,000 216,000
600,000 111,000 149,000 186,000 223,000 260,000
700,000 130,000 174,000 217,000 260,000 304,000
800,000 149,000 199,000 248,000 298,000 347,000
900,000 168,000 224,000 279,000 335,000 391,000
1,000,000 186,000 249,000 311,000 373,000 435,000
1,500,000 280,000 374,000 467,000 560,000 654,000
</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
12
<PAGE> 15
(based upon the 1998 social security integration level under the Pension Plan),
pursuant to a straight life annuity option, for employees in the compensation
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 $130,000 (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 the Scripps
Retirement & Investment 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, 1998, the years of credited service of the
individuals named in the cash compensation table were as follows: Mr. Burleigh--
42; Mr. Gardner--14; Mr. Castellini--28; Mr. Standen--8; Mr. Horton--28.
In May 1996, the board of directors of the Company adopted a Selected
Officer Retirement Program, the purpose of which is to provide supplemental
retirement benefits to certain key employees of the Company who meet the
eligibility requirements. Participants in the program must be specifically
designated as participants by the compensation committee. As of March 1, 1998,
the designated participants were Mr. Lawrence A. Leser and Mr. William R.
Burleigh. The participants begin to receive benefits under the program upon
retirement. The amount of the benefit payable under such plan is a percentage of
the participant's highest three-year average earnings subject to certain offsets
and maximums.
In December 1998, the compensation committee of the Board of Directors of
the Company authorized adoption of an executive savings restoration plan
designed to enable executives of the Company to restore savings benefits that
may be lost due to tax law limitations. This plan is a nonqualified plan
designed to complement the Company's 401(k) savings and retirement plan by
enabling participants to enhance savings for retirement on a pre-tax basis.
REPORT ON 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 Common Voting Shares 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, 1999, the Signatories
would have held in the aggregate approximately 89.2% of the outstanding Common
Voting Shares as of such date.
Once effective, the provisions restricting transfer of Common Voting Shares
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 provi-
13
<PAGE> 16
sions of the Scripps Family Agreement governing the voting of Common Voting
Shares will be effective for a ten year period after termination of the Trust
and may be renewed for additional ten year periods pursuant to Ohio law and
certain provisions set forth in the Agreement.
Transfer Restrictions. No Signatory will be able to dispose of any Common
Voting Shares (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 Common Voting Shares into Class A Common Shares
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 Common Voting Shares to their
lineal descendants or trusts for the benefit of such descendants, or to any
trust for the benefit of such a 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 Common Voting
Shares by testamentary transfer to their spouses provided such shares are
converted to Class A Common Shares 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 Common Voting Shares made by Signatories without compliance with the Scripps
Family Agreement will result in automatic conversion of such shares to Class A
Common Shares.
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 shareholders 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
shareholders 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 Common Voting Share 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 shareholders of
the Company, will vote his Common Voting Shares 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 shareholders 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 Shares 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 Shares.
14
<PAGE> 17
Stockholder Agreement. The former shareholders 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 Shares
received by such shareholders 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 Shares. Under
the agreement, if a shareholder has received a written offer to purchase 25% or
more of his Common Voting Shares, the Company has a "right of first refusal" to
purchase such shares on the same terms as the offer. On the death of any of
these shareholders, the Company is obligated to purchase from the shareholder's
estate a sufficient number of the common shares 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 shareholder, the Company has an option to buy all
common shares of the Company owned by such shareholder. Under the agreement,
stockholders owning 25% or more of the outstanding Common Voting Shares issued
pursuant to the JPSN Merger may require the Company to register Common Voting
Shares (subject to the right of first refusal mentioned above) under the
Securities Act of 1933 for sale at the shareholders' expense in a public
offering. In addition, the former shareholders of the John P. Scripps Newspaper
Group will be entitled, subject to certain conditions, to include Common Voting
Shares (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
Common Voting Shares.
OTHER TRANSACTIONS
For information concerning certain transactions which involve Mr. Charles
E. Scripps and Mr. Edward W. Scripps, see "Compensation Committee Interlocks and
Insider Participation."
Mr. John H. Burlingame is a senior partner of Baker & Hostetler LLP which
served as legal counsel to the Company and to The Edward W. Scripps Trust (the
"Trust") in 1998 and is expected to perform such services in 1999.
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. J.P. Morgan has performed investment banking
services for the Company in the past and may again perform investment banking
services for the Company.
Mr. Lawrence A. Leser, chairman of the Company, entered into a loan
agreement with the Company in January 1996 pursuant to the Employee Stock
Purchase Loan Program. This program is designed to assist key employees in
exercising stock options. Mr. Leser borrowed $450,000 at an interest rate of
6.02%, which was the applicable Federal rate in effect under Section 1274(d) of
the Internal Revenue Code of 1986, as of the day on which the loan was made. In
accordance with the terms of the loan program, Mr. Leser has agreed to repay the
loan within ten years. As of December 31, 1998, the outstanding balance of this
loan was $345,339.
REPORT ON SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
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 Shares ("10% shareholders"), 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 Shares and other equity securities of the Company. Executive officers,
directors and 10% shareholders 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, 1998, all Section
16(a) filing requirements applicable to its executive officers, directors and
10% shareholders were complied with except that one Form 4 for an officer of the
Company, who has since retired, was filled two months late.
15
<PAGE> 18
REPORT ON INDEPENDENT PUBLIC ACCOUNTANTS
At its February 25, 1999 meeting, the board approved the appointment of
Deloitte & Touche LLP as independent public accountants for the Company for the
fiscal year ending December 31, 1999. A representative of Deloitte & Touche LLP
is expected to be present at the annual meeting.
REPORT ON SHAREHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Any shareholder proposals intended to be presented at the Company's 2000
Annual Meeting of Shareholders must be received by the Company at 312 Walnut
Street, Cincinnati, Ohio, on or before November 26, 1999, for inclusion in the
Company's proxy statement and form of proxy relating to the 2000 Annual Meeting
of Shareholders.
If a shareholder intends to raise at the Company's 2000 annual meeting a
proposal that he or she does not seek to have included in the Company's proxy
statement, the shareholder must notify the Company of the proposal on or before
February 12, 2000. If the shareholder fails to notify the Company, the Company's
proxies will be permitted to use their discretionary voting authority with
respect to such proposal when and if it is raised at such annual meeting,
whether or not there is any discussion of such proposal in the 2000 proxy
statement.
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 Shares.
The presence of any shareholder 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. 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."
Under Ohio law and the Company's Articles of Incorporation, broker
non-votes for Class A Common Shares and abstaining votes for both Class A Common
Shares and Common Voting Shares will not be counted in favor of, or against,
election of any nominee.
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 FOR THE YEAR ENDED DECEMBER 31, 1998,
IS ENCLOSED.
By order of the Board of Directors,
M. DENISE KUPRIONIS, ESQ.
Corporate Secretary
March 29, 1999
16
<PAGE> 19
THE E. W. SCRIPPS COMPANY PROXY FOR
CLASS A COMMON SHARES
The undersigned hereby appoints WILLIAM R. BURLEIGH, 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 Shareholders of The
E. W. Scripps Company, to be held at The Queen City Club, Cincinnati, Ohio, on
Thursday, May 13, 1999 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: Daniel J. Meyer, Nicholas B. Paumgarten and Ronald W. Tysoe.
(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 the other side)
side 2:
- - -------
Receipt of the Notice of Meeting of Shareholders and the related Proxy Statement
dated March 29, 1999 is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY.
Dated , 1999
---------------------------------
(Please date your Proxy)
---------------------------------
Signature of Shareholder
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> 20
THE E. W. SCRIPPS COMPANY PROXY FOR
COMMON VOTING SHARES
The undersigned hereby appoints WILLIAM R. BURLEIGH, 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 Shareholders of The
E. W. Scripps Company, to be held at The Queen City Club, Cincinnati, Ohio, on
Thursday, May 13, 1999 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, Nackey E. Scagliotti,
Charles E. Scripps, Edward W. Scripps, Paul K. Scripps and Julie A. Wrigley.
(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 the other side)
side 2:
- - -------
Receipt of the Notice of Meeting of Shareholders and the related Proxy Statement
dated March 29, 1999 is hereby acknowledged.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY.
Dated , 1999
---------------------------------
(Please date your Proxy)
---------------------------------
Signature of Shareholder
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.
