<PAGE> 1
As filed with the Securities and Exchange Commission on October 25, 1996
Registration No. 333-_____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
SCRIPPS HOWARD, INC. (Name to be changed to The E.W. Scripps Company)
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Ohio 31-1223339
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer
Identification No.)
312 Walnut Street, Cincinnati, Ohio 45202
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
---------------
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
---------------
M. DENISE KUPRIONIS
Secretary
Scripps Howard, Inc.
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 Amount Proposed Amount of
securities to to be maximum aggregate registration
be registered registered(1) offering price(2) fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Class A Common
Shares
$.01 par value 50,000 shares $778,500 $236
===============================================================================================================
<FN>
(1) Also includes an indeterminable number of additional shares that may
become issuable pursuant to the anti-dilution provisions of the Plan.
(2) Based on book value of Registrant of $15.57 per share as of June
30, 1996.
</TABLE>
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 Registration Statement on Form 10
declared effective on October 17, pursuant to Section 12 of the
Exchange Act (the "Form 10");
(b) All reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the effectiveness of the Form
10; and
(c) The description of the Company's Class A Common Shares
contained in the Form 10.
Item 5. Interests of Named Experts and Counsel.
The legality of the Class A Common Shares offered hereby has
been passed upon for the Company by Baker & Hostetler, Cleveland, Ohio. John H.
Burlingame, a director of the Company, is a partner of Baker & Hostetler.
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
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.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit Number Description of Exhibit
- -------------- ----------------------
<S> <C>
4(a) Non-Employee Directors' Stock Option Plan
4(b) Articles of Incorporation(1)
4(c) Code of Regulations(1)
5 Opinion of Baker & Hostetler
</TABLE>
II-1
<PAGE> 3
<TABLE>
<S> <C>
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Baker & Hostetler (included in Opinion filed as Exhibit 5 hereto)
24(a) Power of Attorney (Registrant)
24(b) Power of Attorney (Directors and Officers)
- ----------
<FN>
(1) Incorporated by reference from the Form 10.
</TABLE>
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 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.
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-2
<PAGE> 4
SIGNATURES
THE REGISTRANT. 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 October
24, 1996.
SCRIPPS HOWARD, INC.
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 October 24, 1996 by the following
persons in the capacities indicated below.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Director; Chairman of the Board
- ----------------------------------------
Lawrence A. Leser
* Director; President and Chief Executive Officer
- ---------------------------------------- (Principal Executive Officer)
William R. Burleigh
* Senior Vice President, Finance
- ---------------------------------------- & Administration (Principal Financial and Accounting
Daniel J. Castellini Officer)
* Director
- ----------------------------------------
Charles E. Scripps
* Director
- ----------------------------------------
Robert P. Scripps
* Director
- ----------------------------------------
Paul K. Scripps
* Director
- ----------------------------------------
John H. Burlingame
</TABLE>
II-3
<PAGE> 5
<TABLE>
<S> <C>
* Director
- ----------------------------------------
Nicholas B. Paumgarten
* Director
- ----------------------------------------
Daniel J. Meyer
* Director
- ----------------------------------------
Ronald W. Tysoe
<FN>
* 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.
</TABLE>
By: /s/ William Appleton
------------------------------------
William Appleton, Attorney-in-Fact
II-4
<PAGE> 6
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
<S> <C>
4(a) Non-Employee Directors' Stock Option Plan
4(b) Articles of Incorporation(1)
4(c) Code of Regulations(1)
5 Opinion of Baker & Hostetler
23(a) Consent of Deloitte & Touche LLP
23(b) Consent of Baker & Hostetler (included in
Opinion filed as Exhibit 5 hereto)
24(a) Power of Attorney (Registrant)
24(b) Power of Attorney (Directors and Officers)
- ----------
<FN>
(1) Incorporated by reference from Registration Statement on Form 10
declared effective on October 17, 1996.
</TABLE>
<PAGE> 1
Exhibit 4(a)
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
- --------------------------------------------------------------------------------
1. PURPOSE. The Plan shall be known as The E.W. Scripps Company 1994
Non-Employee Directors' Stock Option Plan. The purpose of The E.W.
Scripps Company 1994 Non-Employee Directors' Stock Option Plan
(hereinafter referred to as the "Plan") is to strengthen the alignment
of interest between non-employee directors (hereinafter referred to as
"Participants") and the shareholders of The E.W. Scripps Company
(hereinafter referred to as the "Company") through the increased
ownership of shares of the Company's Class A Common Stock.
The Plan shall be subject to approval by the holders of the Company's
Common Voting Stock at the Company's 1995 annual meeting of
stockholders.
2. LIMITATION ON NUMBER OF SHARES FOR THE PLAN. The total number of share
of Class A Common Stock of the Company that may be made subject to
options awarded under the Plan shall be 50,000.
3. LIMITATION ON AMENDMENTS TO THE PLAN. The Plan may not be amended more
than once every six months, other than to comport with changes in the
Internal Revenue Code of 1986, as amended (the "Code"), the Employee
Retirement Income Security Act, as amended, or the rules under either
of the foregoing acts.
4. PARTICIPATION. Participation in the Plan shall be limited
to all non-employee Directors of the Company elected by the
holders of the Company's Class A Common Stock.
5. NONQUALIFIED OPTIONS. Directors elected by the holders of the Company's
Class A Common Stock shall receive an option for 5,000 shares of Class
A Common Stock at the time of their initial election. At the
implementation of this Plan, effective December 9, 1994, each director
currently in office shall receive an option for 5,000 shares of Class A
Common Stock, subject to shareholder approval, as referenced in number
1 above, at the 1995 annual meeting of stockholders.
All options granted under the Plan shall be subject to the following
terms and conditions.
A. PRICE. The price per share deliverable upon the exercise of
each option ("exercise price") shall be equal to 100% of the
Fair Market Value of the shares on the date the option is
granted.
The Fair Market Value of a share of Class A Common Stock of
the Company shall mean, with respect to the date in question,
the average of the highest and lowest officially-quoted
selling prices on the New York Stock Exchange.
<PAGE> 2
B. CASH EXERCISE. Options may be exercised in whole or in part
upon payment of the exercise price of the shares to be
acquired. Payment shall be made in cash or in shares of Class
A Common Stock previously acquired by the Participant or a
combination of cash and shares of Class A Common Stock. The
Fair Market Value of shares of Class A Common Stock tendered
on exercise of options shall be determined on the date of
exercise.
C. CASHLESS EXERCISE. Options may be exercised in whole or in
part upon delivery to the Secretary of the Company of an
irrevocable written notice of exercise. The date on which such
notice is received by the Secretary shall be the date of
exercise of the option, provided that within five business
days of the delivery of such notice the funds to pay for
exercise of the option are delivered to the Company by a
broker acting on behalf of the optionee either in connection
with the sale of the shares underlying the option or in
connection with the making of a margin loan to the optionee to
enable payment of the exercise price of the option. In
connection with the foregoing, the Company will provide a copy
of the notice of exercise of the option to the aforesaid
broker upon receipt by the Secretary of such notice and will
deliver to such broker, within five business days of the
delivery of such notice to the Company, a certificate or
certificates (as requested by the broker) representing the
number of shares underlying the option that have been sold by
such broker for the optionee.
D. TERMS OF OPTIONS. The initial stock option award effective on
December 9, 1994 shall be exercisable on December 9, 1995. All
other stock option awards shall be exercisable on the first
anniversary of the director's election.
The term of each option shall be ten years from the date it is
granted. Shares may be purchased in whole or in part at any
time after the option becomes exercisable, subject to a
minimum exercise of 100 shares.
6. WITHHOLDING OF TAXES. The Company may require, as a condition to any
grant under the Plan or to the delivery of certificates for shares
issued hereunder, that the grantee pay to the Company, in cash, any
federal, state or local taxes of any kind required by law to be
withheld with respect to any grant or any delivery of shares. The
Committee, in its sole discretion, may permit participants to pay such
taxes through the withholding of shares otherwise deliverable to such
participant in connection with such grant or the delivery to the
Company of shares otherwise acquired by the Participant. The Fair
Market
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<PAGE> 3
Value of shares of Class A Common Stock withheld by the Company or
tendered to the Company for the satisfaction of tax withholding
obligations under this section shall be determined on the date such
shares are withheld or tendered. The Company, to the extent permitted
or required by law, shall have the right to deduct from any payment of
any kind otherwise due to a grantee any federal, state or local taxes
of any kind required by law to be withheld with respect to any grant or
to the delivery of shares under the Plan, or to retain or sell without
notice a sufficient number of the shares to be issued to such grantee
to cover any such taxes, provided that the Company shall not sell any
such shares if such sale would be considered a sale by such grantee for
purposes of Section 16 of the Securities Exchange Act of 1934 (the
"Exchange Act").
7. WRITTEN AGREEMENT. Each director to whom a grant is made under the Plan
shall enter into a written agreement with the Company that shall
contain such provisions, consistent with the provisions of the Plan, as
may be established by the Company.
8. TRANSFERABILITY. No option granted under the Plan shall be transferable
by a director otherwise than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder. An option may be exercised only
by the optionee or grantee thereof or his guardian or legal
representative.
9. ADJUSTMENTS. In the event of a reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger, consolidation,
distribution of assets, or any other change in the corporate structure
or shares of the Company, the Company shall make such adjustments as it
deems appropriate in the number and kind of shares reserved for
issuance under the Plan, in the number and kind of shares covered by
options granted under the Plan, and in the exercise price of
outstanding options. In the event of any merger, consolidation or other
reorganization in which the Company is not the surviving or continuing
corporation, all stock option awards that were granted hereunder and
that are outstanding on the date of such event shall be assumed by the
surviving or continuing corporation.
10. LISTING AND REGISTRATION. If the Company determines that the listing,
registration, or qualification upon any securities exchange or under
any law of shares subject to any option granted under the Plan is
necessary or desirable as a condition of, or in connection with, the
granting of same or the issue or purchase of shares thereunder, no such
option may be exercised in whole or in part, or no shares issued unless
such listing, registration or qualification is
-3-
<PAGE> 4
effected free of any conditions not acceptable to the
Company
11. DURATION OF PLAN. This Plan shall become effective as of December 9,
1994 subject to approval before December 1, 1995 by the affirmative
vote of the holders of a majority of the Common Voting Stock of the
Company present, or represented, and entitled to vote at a meeting duly
held. All options awarded prior to approval of the Plan by such
shareholders may not be exercised until such approval is obtained and
shall be canceled and forfeited in the event such approval is not
obtained. This Plan will terminate on December 8, 2004 but no such
termination shall affect the prior rights under this Plan of the
Company or of any Participant who has received an option hereunder.
12. ADDITIONAL PROVISIONS. A Participant may elect to (i) have shares
withheld from a grant or an award made under the Plan or tender shares
to the Company in order to satisfy the tax withholding consequences of
a grant or an award made under the Plan, only during the period
beginning on the third business day following the date on which the
Company releases the financial information specified in 17 C.F.R.
Section 240.16b-3 (e)(1)(ii) and ending on the twelfth business day
following such date.
Notwithstanding the foregoing, a Participant may elect to have shares
withheld on exercise of an option granted under the Plan in order to
satisfy tax withholding consequences thereof by providing the Company
with a written election to so withhold at least six months in advance
of the withholding of shares otherwise issuable upon exercise of such
option.
-4-
<PAGE> 1
[BAKER & HOSTETLER LETTERHEAD]
October 24, 1996
Scripps Howard, Inc.
312 Walnut Street
Cincinnati, Ohio 45202
Gentlemen:
As counsel for Scripps Howard, Inc., an Ohio corporation (the
"Company"), we are familiar with the Company's Nonemployee Directors' Stock
Option Plan (the "Plan") and the registration under the Securities Act of 1933
(the "Act") on Form S-8 of 50,000 Class A Common Shares, $.01 par value, of the
Company (the "Shares") reserved for issuance under the Plan.
Based upon our examination of the Plan and such other
documents as we have deemed relevant hereto, we are of the opinion that the
Shares, when issued and paid for pursuant to the Plan, will be validly issued
and outstanding, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit No.
5 to the Registration Statement on Form S-8 relating to the Shares and the Plan.
Very truly yours,
BAKER & HOSTETLER
<PAGE> 1
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Scripps Howard, Inc. on Form S-8 of our report dated January 22, 1996 appearing
in Amendment Number 3 on Form 10 dated October 17, 1996 of Scripps Howard, Inc.
for the year ended December 31, 1995.
Deloitte & Touche LLP
Cincinnati, Ohio
October 24, 1996
<PAGE> 1
Exhibit 24(a)
POWER OF ATTORNEY
-----------------
Scripps Howard, Inc., an Ohio company, which proposes to file
with the Securities and Exchange Commission, under the provisions of the
Securities Act of 1933, two registration statements on Form S-8 with respect to
the Class A Common shares, $0.01 par value, reserved for issuance pursuant to
the Company's 1994 Non-Employee Directors' Stock Option Plan and the Company's
1987 Long-Term Incentive Plan, hereby constitutes and appoints Daniel J.
Castellini, M. Denise Kuprionis and William Appleton, and each of them, as the
attorney of the Company, will full power of substitution and resubstitution, for
and in the name, place and stead of the Company, to sign and file the proposed
registration statement 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, Scripps Howard, Inc. has caused this power
of attorney to be signed on its behalf by the undersigned in West Palm Beach,
Florida, on May 23, 1996.
SCRIPPS HOWARD, INC.
By: /s/ William R. Burleigh
---------------------------------------
President and Chief Executive Officer
And: /s/ M. Denise Kuprionis
---------------------------------------
Corporate Secretary
<PAGE> 1
Exhibit 24(b)
POWER OF ATTORNEY
-----------------
We, the undersigned directors and officers of Scripps Howard,
Inc., an Ohio company (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 two registration statements on Form S-8 pursuant to the Securities Act
of 1933 in order to register the Company's Class A Common shares under such Act
for issuance to non-employee directors of the Company elected by the holders of
Class A Common shares under the Company's 1994 Non-Employee Directors' Stock
Option Plan and for issuance to executives of the Company under the Company's
1987 Long-Term Incentive Plan as such Plans may be amended now or from time to
time, 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 23,
1996 in West Palm Beach, Florida.
<TABLE>
<S> <C>
/s/ William R. Burleigh /s/ John H. Burlingame
- --------------------------------------- -------------------------------------
President and Chief Executive Officer Director
/s/ Lawrence A. Leser /s/ Daniel J. Meyer
- --------------------------------------- -------------------------------------
Chairman Director
/s/ Charles E. Scripps /s/ Nicholas B. Paumgartner
- --------------------------------------- -------------------------------------
Director Director
/s/ Robert P. Scripps /s/ Ronald W. Tysoe
- --------------------------------------- -------------------------------------
Director Director
/s/ Paul K. Scripps /s/ Daniel J. Castellini
- --------------------------------------- -------------------------------------
Director Senior Vice President/Finance and
Administration
</TABLE>
