<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>
Ohio 31-1223339
<S> <C>
(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>
---------------
LONG-TERM INCENTIVE 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 4,761,609 shares $74,138,252 $22,466
========================================================================================================================
<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, 1996, 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) Long-Term Incentive 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
</TABLE>
II-1
<PAGE> 3
<TABLE>
<S> <C>
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>
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
Daniel J. Castellini Financial and Accounting 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) Long-Term Incentive 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)
LONG-TERM INCENTIVE PLAN
1. Purpose.
--------
The plan shall be known as The E.W. Scripps Company 1987 Long-Term
Incentive Plan (the "Plan"). The purpose of the Plan shall be to
promote the long-term growth and profitability of The E.W. Scripps
Company (the "Company") and its subsidiaries by (i) providing certain
officers and other key employees of the Company and its subsidiaries
with incentives to improve stockholder values and contribute to the
success of the Company and (ii) enabling the Company to attract, retain
and reward the best available persons for positions of substantial
responsibility. Grants of incentive or nonqualified stock options,
stock appreciation rights in tandem with or independent of options
("SARs"), restricted or nonrestricted share awards, performance units,
or any combination of the foregoing may be made under the Plan.
2. Definitions.
------------
(a) "INCENTIVE STOCK OPTION" means an option conforming to the
requirements of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
(b) "NONQUALIFIED STOCK OPTION" means any stock option
other than an Incentive Stock Option.
(c) "SUBSIDIARY" and "SUBSIDIARIES" mean a corporation or
corporations of which outstanding shares representing 50% or
more of the combined voting power of such corporation or
corporations are owned directly or indirectly by the Company.
(d) "DISABILITY" means a permanent and total disability as
defined in Section 72(m)(7) of the Code.
(e) "RETIREMENT" means retirement as defined under the Company's
Media Pension Plan or termination of one's employment with the
approval of the Committee.
(f) "CAUSE" means the occurrence of one of the following:
(i) Conviction for a felony or for any crime or
offense lesser than a felony involving the
property of the Company or a subsidiary.
(ii) Conduct that has caused demonstrable and serious
injury to the Company or a subsidiary, monetary or
otherwise, as evidenced by a final determination of a
court or governmental agency of competent
<PAGE> 2
jurisdiction in effect after exhaustion or lapse
of all rights of appeal.
(iii) Gross dereliction of duty or other grave misconduct,
as determined by the Company.
(g) "COMPETITION" is deemed to occur if a participant who
has terminated employment subsequently obtains a
position as a full-time or part-time employee, as a
member of the board of directors, or as a consultant or
advisor with or to, or acquires an ownership interest
in excess of five percent (5%) of, a corporation,
partnership, firm or other entity that engages in any
of the businesses of the Company or any subsidiary with
which the participant was involved in a management role
at any time during the last five years of his employ-
ment with the Company or any subsidiary.
(h) "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 ("Exchange Act") if the Company were
subject to such Act (or that is so required if and when the
Company is subject to such Act).
(i) "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 closing bid and asked
prices as quoted by the National Association of
Securities Dealers through its automated quotation
system ("NASDAQ"); or, if the Company's Class A Common
Stock is listed or admitted to unlisted trading
privileges on a national stock exchange, either (x) the
average of the highest and lowest officially-quoted
selling prices on such exchange or (y) the closing sale
price of such stock, as selected by the Committee; or
if the Company's Class A Common Stock is not quoted by
NASDAQ, traded on such an exchange, or otherwise traded
publicly, the value determined, in good faith, by the
Committee.
3. Administration.
---------------
The Plan shall be administered by a committee (the "Committee")
consisting of at least two persons. Members of the Committee shall be
directors of the Company. Each member of the Committee shall be a
person who has not at any time within one year prior to his or her
appointment to the Committee been granted or awarded any stock of the
Company or any of its subsidiaries or any stock options, SARs,
performance units or any other equity securities of the Company or any
of its subsidiaries pursuant to the Plan or
-2-
<PAGE> 3
any other plan of the Company or any of its subsidiaries, except as
otherwise permitted by law. Subject to the provisions of the Plan, the
Committee shall be authorized to (i) select persons to participate in
the Plan, (ii) determine the form and substance of grants made under
the Plan to each participant, and the conditions and restrictions, if
any, subject to which such grants will be made, (iii) interpret the
Plan and (iv) adopt, amend, or rescind such rules and regulations for
carrying out the Plan as it may deem appropriate. Decisions of the
Committee on all matters relating to the Plan shall be in the
Committee's sole discretion and shall be conclusive and binding on all
parties, including the Company, its stockholders, and the participants
in the Plan. The validity, construction, and effect of the Plan and any
rules and regulations relating to the Plan shall be determined in
accordance with applicable federal and state laws and rules and
regulations promulgated pursuant thereto. At its discretion, the
Committee is authorized to appoint a subcommittee, the members of which
it will designate and which shall be composed solely of outside
directors as permitted by applicable laws and regulations. Such
committee shall possess and may exercise all the powers of the
Committee and shall keep full records and accounts of its proceedings
and transactions. All such transactions shall be reported to the
Committee and to the Board of Directors.
4. Shares Available for the Plan.
------------------------------
Subject to adjustments as provided in Section 15, an aggregate of
4,761,609 shares of Class A Common Stock of the Company (hereinafter
the "shares") may be issued pursuant to the Plan. Such shares may
represent unissued or treasury shares. If any grant under the Plan
expires or terminates unexercised, becomes unexercisable or is
forfeited as to any shares, such unpurchased or forfeited shares shall
thereafter be available for further grants under the Plan unless, in
the case of options granted under the Plan, SARs in tandem therewith
are exercised.
5. Participation.
--------------
Participation in the Plan shall be limited to those officers and other
key employees of the Company and its subsidiaries selected by the
Committee. Nothing in the Plan or in any grant thereunder shall confer
any right on an employee to continue in the employ of the Company or
shall interfere in any way with the right of the Company to terminate
an employee at any time.
Directors who are officers of the Company shall be eligible to
participate in the Plan. No director who is not an officer of the
Company, no member of the Committee and no
-3-
<PAGE> 4
beneficiary of The Edward W. Scripps Trust shall be eligible to
participate in the Plan.
Incentive or nonqualified stock options, SARs, restricted or
nonrestricted stock awards, performance units, or any combination
thereof, may be granted to such persons and for such number of shares
as the Committee shall determine (such individuals to whom grants are
made being herein called "optionees" or "grantees" as the case may be).
A grant of any type made hereunder in any one year to an eligible
employee shall neither guarantee nor preclude a further grant of that
or any other type to such employee in that year or subsequent years.
The maximum number of shares with respect to which incentive
or nonqualified options, SARs, restricted or nonrestricted stock or
performance units, or any combination of the foregoing may be granted
to any single individual in any one calendar year shall not exceed
500,000 shares.
6. Incentive and Nonqualified Options.
-----------------------------------
The Committee may from time to time grant to eligible participants
Incentive Stock Options, Nonqualified Stock Options, or any combination
thereof. The options granted shall take such form as the Committee
shall determine, subject to the following terms and conditions.
(a) PRICE. The price per share deliverable upon the
exercise of each option ("exercise price") shall not be
less than 100% of the Fair Market Value of the shares
on the date the option is granted, as the Committee
determines. In the case of the grant of any Incentive
Stock Option to an employee who, at the time of the
grant, owns more than 10% of the total combined voting
power of all classes of stock of the Company or any of
its subsidiaries, such price per share, if required by
the Code at the time of grant, shall not be less than
110% of the Fair Market Value of the shares on the date
the option is granted.
(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
the discretion of the Committee, in shares 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
-4-
<PAGE> 5
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 term during which each option
may be exercised shall be determined by the Committee,
but in no event shall an option be exercisable in whole
or in part in less than one year or, in the case of a
Nonqualified Stock Option, more than ten years and one
day from the date it is granted or, in the case of an
Incentive Stock Option, ten years from the date it is
granted; and, in the case of the grant of an Incentive
Stock Option to an employee who at the time of the
grant owns more than 10% of the total combined voting
power of all classes of stock of the Company or any of
its subsidiaries, in no event shall such option be
exercisable, if required by the Code at the time of
grant, more than five years from the date of the grant.
All rights to purchase shares pursuant to an option
shall, unless sooner terminated, expire at the date
designated by the Committee. The Committee shall
determine the date on which each option shall become
exercisable and may provide that an option shall become
exercisable in installments. The shares constituting
each installment may be purchased in whole or in part
at any time after such installment becomes exercisable,
subject to such minimum exercise requirement as is
designated by the Committee. The Committee may
accelerate the time at which any option may be
exercised in whole or in part. Unless otherwise
provided herein, an optionee may exercise an option
only if he or she is, and has continuously been since
the date the option was granted, an employee of the
Company or a subsidiary. Prior to the exercise of the
option and delivery of the stock represented thereby,
the optionee shall have no rights to any dividends or
-5-
<PAGE> 6
be entitled to any voting rights on any stock represented by
outstanding options.
(e) LIMITATIONS ON GRANTS. If required by the Code at the time of
grant of an Incentive Stock Option, the aggregate Fair Market
Value (determined as of the grant date) of shares for which
such option is exercisable for the first time during any
calendar year may not exceed $100,000.
(f) TERMINATION OF EMPLOYMENT; CHANGE IN CONTROL. If a
participant ceases to be an employee of the Company or
any subsidiary due to death or Disability, each of the
participant's options and SARs that was granted at
least one year prior to death or Disability shall
become fully vested and exercisable and shall remain so
for a period of one year from the date of termination
of employment, but in no event after its expiration
date; and all options and SARs granted to such
participant less than one year prior to death or
Disability shall be forfeited.
If a participant ceases to be an employee of the
Company or any subsidiary upon the occurrence of his or her
Retirement, each of his or her options and SARs granted at
least one year prior to Retirement shall become fully vested
and exercisable and shall remain so for a period of five years
from the date of Retirement, but in no event after its
expiration date, provided that the participant does not engage
in Competition during that five-year period unless he receives
written consent to do so from the Board. Notwithstanding the
foregoing, Incentive Stock Options not exercised by such
participant within 90 days after Retirement will cease to
qualify as Incentive Stock Options and will be treated as
Nonqualified Stock Options under the Plan if required to be so
treated under the Code. All options and SARs granted to such
participant less than one year prior to Retirement shall be
forfeited. Each option outstanding on May 10, 1994 and held by
a retiree shall be exercisable for a period of five years from
the retiree's date of Retirement, but in no event after its
expiration date, provided that such retiree does not engage in
Competition during the five-year period unless he receives
written consent to do so from the Board.
If a participant ceases to be an employee of the
Company or any subsidiary due to Cause, all of his or her
options and SARs shall be forfeited.
If a participant ceases to be an employee of the
Company or any subsidiary for any reason other than
-6-
<PAGE> 7
death, Disability, Retirement or Cause, each of his or her
options and SARs that was exercisable on the date of
termination shall remain exercisable for, and shall otherwise
terminate at the end of, a period of 90 days after the date of
termination of employment, but in no event after its
expiration date; provided that the participant does not engage
in Competition during such 90-day period unless he or she
receives written consent to do so from the Board. All of the
participant's options and SARs that were not exercisable on
the date of such termination shall be forfeited.
Notwithstanding anything to the contrary herein, if a
participant ceases to be an employee of the Company or any
subsidiary, for any reason other than Cause, the Committee at
its sole discretion may accelerate the vesting of any option
or SAR so that it will become fully vested and exercisable as
of the date of such participant's termination of employment.
If there is a Change in Control of the Company, there will be
an automatic acceleration of the vesting of any outstanding
option or SAR so that it will become fully vested and
exercisable as of the date of the Change in Control.
7. Stock Appreciation Rights.
--------------------------
(a) TANDEM SARS. The Committee shall have the authority to
grant SARs in tandem with an option ("tandem SAR")
under this Plan to any optionee, either at the time of
grant of an option or thereafter by amendment to an
option. The exercise of an option shall result in an
immediate forfeiture of its corresponding tandem SAR,
and the exercise of a tandem SAR shall cause an
immediate forfeiture of its corresponding option.
Tandem SARs shall be subject to such other terms and
conditions as the Committee may specify. A tandem SAR
shall expire at the same time as the related option
expires and shall be transferable only when, and under
the same conditions as, the related option is
transferable.
Tandem SARs shall be exercisable only when, to the
extent and on the conditions that the related option is
exercisable. No tandem SAR may be exercised unless the Fair
Market Value of a share of Class A Common Stock of the Company
on the date of exercise exceeds the exercise price of the
option to which the SAR corresponds.
Upon the exercise of a tandem SAR, the optionee shall
be entitled to a distribution in an amount equal to the
difference between the Fair Market Value of a
-7-
<PAGE> 8
share of Class A Common Stock of the Company on the date of
exercise and the exercise price of the option to which the SAR
corresponds. The Committee shall decide whether such
distribution shall be in cash, in shares, or in a combination
thereof.
All tandem SARs will be exercised automatically on
the last day prior to the expiration date of the related
option, so long as the Fair Market Value of a share of the
Company's Class A Common Stock on that date exceeds the
exercise price of the related option.
(b) INDEPENDENT SARS. SARs may be granted by the Committee
independently of options ("Independent SARs"). An
Independent SAR will entitle a participant to receive,
with respect to each share of Class A Common Stock as
to which the SAR is exercised, the excess of the Fair
Market Value of one share of such stock on the date of
exercise over its Fair Market Value on the date the
Independent SAR was granted.
An Independent SAR will become exercisable at such
time or times, and on such conditions, as the Committee may
specify, except that no SAR shall become exercisable during
the first six months following the date on which it was
granted.
Any exercise of an Independent SAR must be in
writing, signed by the proper person and delivered or mailed
to the Company, accompanied by any other documents required by
the Committee.
Each Independent SAR will be exercised automatically
on the last day prior to the expiration date established by
the Committee at the time of the award of such SAR.
Payment of the amount to which a participant is
entitled upon the exercise of an Independent SAR shall be made
in cash or shares of Class A Common Stock, or in a combination
thereof, as the Committee shall determine. To the extent that
payment is made in such shares, the shares shall be valued at
their Fair Market Value on the date of exercise of such SAR.
8. Performance Units.
------------------
Performance units may be granted on a contingent basis to participants
at any time and from time to time as determined by the Committee. The
Committee shall have complete discretion in determining the number of
performance units so granted to a participant and the appropriate
period over which performance is to be measured ("performance cycle").
-8-
<PAGE> 9
Each performance unit shall have a dollar value determined by the
Committee at the time of grant. The value of each unit may be fixed or
it may be permitted to fluctuate based on a performance factor (e.g.,
return on equity) selected by the Committee. The Committee shall
establish performance goals that, depending on the extent to which they
are met, will determine the ultimate value of the performance unit or
the number of performance units earned by participants, or both.
The Committee shall establish performance goals and objectives
for each performance cycle on the basis of such criteria and objectives
as the Committee may select from time to time. During any performance
cycle, the Committee shall have the authority to adjust the performance
goals and objectives for such cycle for such reasons as it deems
equitable.
The Committee shall determine the number of performance units
that have been earned by a participant on the basis of the Company's
performance over the performance cycle in relation to the performance
goals for such cycle. Earned performance units may be paid out in
restricted or nonrestricted shares, cash, or a combination of both, as
the Committee may determine.
A participant must be an employee of the Company at the end of
the performance cycle in order to be entitled to payment of a
performance unit granted in respect of such cycle; provided, however,
that, except as otherwise provided by the Committee, if a participant
ceases to be an employee of the Company upon the occurrence of his or
her death, Retirement, or Disability prior to the end of the
performance cycle, the participant shall earn a proportionate number of
performance units based upon the elapsed portion of the performance
cycle and the Company's performance over that portion of such cycle.
In the event of a Change in Control a participant shall earn
no less than the number of performance units that the participant would
have earned if the performance cycle(s) had terminated as of the date
of the Change in Control.
9. Restricted and Nonrestricted Share Awards.
------------------------------------------
The Committee may at any time and from time to time award shares under
the Plan to such participants and in such amounts as it determines.
Each award of shares shall specify the applicable restrictions, if any,
on such shares, the duration of such restrictions, and the time or
times at which such restrictions shall lapse with respect to all or a
specified number of shares that are part of the award. Notwithstanding
the foregoing, the Committee may reduce or
-9-
<PAGE> 10
shorten the duration of any restriction applicable to any shares
awarded to any participant under the Plan.
The participant will be required to deposit shares with the
Company during the period of any restriction thereon and to execute a
blank stock power therefor.
Except as otherwise provided by the Committee, on termination
of a grantee's employment due to death, Disability, retirement with the
consent of the Company, or a Change in Control during any period of
restriction, all restrictions on shares awarded to such grantee shall
lapse. On termination of a grantee's employment for any other reason,
all restricted shares subject to awards made to such grantee shall be
forfeited to the Company.
10. Withholding of Taxes.
---------------------
The Company may require, as a condition to any grant under the Plan or
to the delivery of certificates for shares issued hereunder, that the
grantee pay to the Company, in cash, any federal, state or local taxes
of any kind required by law to be withheld with respect to any grant or
any delivery of shares. The Committee, in its sole discretion, may
permit participants to pay such taxes through the withholding of shares
otherwise deliverable to such participant in connection with such grant
or the delivery to the Company of shares otherwise acquired by the
participant. The Fair Market Value of shares of Class A Common Stock
withheld by the Company or tendered to the Company for the satisfaction
of tax withholding obligations under this section shall be determined
on the date such shares are withheld or tendered. The Company, to the
extent permitted or required by law, shall have the right to deduct
from any payment of any kind (including salary or bonus) 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 Exchange Act.
11. Written Agreement.
------------------
Each employee 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 Committee.
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<PAGE> 11
12. Transferability.
----------------
No option, SAR, or performance unit granted under the Plan shall be
transferable by an employee 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, SAR, or
performance unit may be exercised only by the optionee or grantee
thereof or his guardian or legal representative; provided that
Incentive Stock Options may be exercised by such guardian or legal
representative only if permitted by the Code and any regulations
promulgated thereunder.
13. Listing and Registration.
-------------------------
If the Committee determines that the listing, registration, or
qualification upon any securities exchange or under any law of shares
subject to any option, SAR, performance unit, or share award 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 or SAR may be exercised in whole or in part, no such performance
unit paid out, or no shares issued unless such listing, registration or
qualification is effected free of any conditions not acceptable to the
Committee.
14. Transfer of Employee.
---------------------
Transfer of an employee from the Company to a subsidiary, from a
subsidiary to the Company, and from one subsidiary to another shall not
be considered a termination of employment. Nor shall it be considered a
termination of employment if an employee is placed on military or sick
leave or such other leave of absence which is considered as continuing
intact the employment relationship; in such a case, the employment
relationship shall be continued until the date when an employee's right
to reemployment shall no longer be guaranteed either by law or by
contract.
15. 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 Committee 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 grants made
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
options,
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<PAGE> 12
SARs, performance units, and stock awards that were granted hereunder
and that are outstanding on the date of such event shall be assumed by
the surviving or continuing corporation.
16. Termination and Modification of the Plan.
-----------------------------------------
The Board of Directors, without further approval of the shareholders,
may modify or terminate the Plan and from time to time may suspend, and
if suspended, may reinstate any or all of the provisions of the Plan,
except that (i) no modification, suspension or termination of the Plan
may, without the consent of the grantee affected, alter or impair any
grant previously made under the Plan, and (ii) no modification shall
become effective without prior approval of the stockholders of the
Company that would (a) increase (except as provided in Section 15) the
maximum number of shares reserved for issuance under the Plan; (b)
change the classes of employees eligible to be participants; or (iii)
materially increase the benefits accruing to participants in the Plan.
With the consent of the grantee affected thereby, the
Committee may amend or modify the grant of any outstanding option, SAR,
performance unit, or share award in any manner to the extent that the
Committee would have had the authority to make such grant as so
modified or amended, including without limitation to change the date or
dates as of which (i) an option becomes exercisable, (ii) a performance
unit is to be determined or paid, or (iii) restrictions on shares are
to be removed. The Committee shall be authorized to make minor or
administrative modifications to the Plan as well as modifications to
the Plan that may be dictated by requirements of federal or state laws
applicable to the Company or that may be authorized or made desirable
by such laws.
17. Commencement Date; Termination Date.
------------------------------------
The date of commencement of the Plan shall be December 10, 1987. Unless
previously terminated, the Plan shall terminate at the close of
business on December 9, 1997.
18. Cash Awards.
------------
The Committee may authorize cash awards to any participant receiving
shares under the Plan in order to assist such participant in meeting
his or her tax obligations with respect to such shares.
-12-
<PAGE> 13
19. Provisions Applicable Solely to Insiders.
-----------------------------------------
The following provisions shall apply only to persons who are subject to
Section 16 of the Securities Exchange Act of 1934 with respect to
securities of the Company ("Insiders"):
(a) No Insider shall be permitted to transfer any
securities of the Company acquired by him, except to
the extent permitted by 17 C.F.R. Section 240.16a-2(d)(1),
upon the exercise of any Incentive Stock Option,
Nonqualified Stock Option or SAR, until at least six
months and one day after the later of (i) the day on
which such security is granted to the participant or
(ii) the day on which the exercise or conversion price
of such security is fixed.
(b) An Insider may elect to (i) exercise an SAR or (ii)
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.
(c) No Insider shall be permitted to exercise any SAR for cash
until at least six months and one day after the date on which
such SAR was granted, except to the extent permitted by 17
C.F.R. Section 240.16a-2(d)(1).
(d) Any performance unit awarded to any Insider which is
not redeemable (i) solely for cash or (ii) on a date
which is automatic or fixed in advance and outside the
control of the Insider shall be redeemable 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.
(e) The right of an Insider to elect to redeem any performance
unit which by its terms gives such Insider the right to elect
to redeem such performance unit for either cash or shares
shall at all times be subject to the right of the Committee to
approve or disapprove such election.
(f) No Insider shall be permitted to sell any shares awarded under
Section 9 hereof until at least six months and one day after
the date on which such shares were awarded, except to the
extent permitted by 17 C.F.R. Section 240.16a-2(d)(1).
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<PAGE> 14
(g) Notwithstanding Section 19 (b)(ii) hereof, an Insider
may elect to have shares withheld from a grant or an
award made 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 an option or
pursuant to an award of stock.
-14-
<PAGE> 1
Exhibit 5
[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 Long-Term Incentive Plan (the
"Plan") and the registration under the Securities Act of 1933 (the "Act") on
Form S-8 of 4,761,609 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>
