-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MAxpWdbYBc4EOIqoIGCsMcU6jHv3tL5xLYslwiMiIhXaJf4MPstIeF+J6tzaPvuY aXCVV/2lr7RLqNHbwxNfhQ== 0000832428-97-000011.txt : 19970606 0000832428-97-000011.hdr.sgml : 19970606 ACCESSION NUMBER: 0000832428-97-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970605 ITEM INFORMATION: Other events FILED AS OF DATE: 19970605 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCRIPPS E W CO /DE CENTRAL INDEX KEY: 0000832428 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 311223339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16914 FILM NUMBER: 97619609 BUSINESS ADDRESS: STREET 1: 312 WALNUT STREET CITY: CININNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5139773835 MAIL ADDRESS: STREET 1: 312 WALNUT STREET CITY: CINCINNATI STATE: OH ZIP: 45202 8-K 1 8-K HARTE HANKS COMMUNICATIONS SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of report (Date of earliest event reported) May 16, 1997 Commission File Number 33-43989 THE E. W. SCRIPPS COMPANY (Exact name of registrant as specified in its charter) Ohio 31-1223339 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 312 Walnut Street Cincinnati, Ohio 45201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (513)977-3000 Not Applicable (Former name, former address and former fiscal year, if changed since last report.) INDEX TO THE E. W. SCRIPPS COMPANY CURRENT REPORT ON FORM 8-K DATED MAY 16, 1997 Item No. Page 5 Other Events 3 On May 16, 1997 The E. W. Scripps Company ("Company") reached an agreement to acquire six newspapers, one television station and one radio station from Harte-Hanks Communications ("Harte- Hanks"). The transaction will be structured as: A tax-free "Morris Trust" transaction with an approximate value between $605 million and $625 million. In a Morris Trust transaction the Company will issue Class A Common stock to Harte-Hanks shareholders valued at between $425 million and $605 million, depending upon the amount of debt assumed by the Company. The Company has agreed to assume a maximum of $200 million in debt, in which case the total consideration would be approximately $625 million. The total consideration would be approximately $605 million for an all-stock transaction. The exact number of shares issued will be determined by the total consideration and the trading price of the Company's shares within a "collar" range of $32.72 and $40. Or the Company will pay approximately $775 million in cash to Harte-Hanks if a Morris Trust transaction is not feasible due to the outcome of pending federal legislation. The companies expect to determine the structure of the transaction by December 31, 1997. The Company's board has authorized the repurchase of up to the maximum number of Class A Common shares that could be issued in a Morris Trust transaction. The company intends to purchase shares in the open market from time to time, depending upon market conditions. The transaction is expected to result in approximately 5 percent dilution to the company's earnings during the first year of ownership. The Company's board has also granted the Edward W. Scripps Trust (the "Trust") an option to buy whatever number of shares is required for the Trust to maintain majority ownership of the Company's Class A Common Stock. The trustees of the Trust have asked an Ohio probate court for a declaratory ruling confirming that the Trust is required to hold only a majority of the Common Voting shares of the Company and not a majority of the Class A shares. The number of Class A shares issued in a Morris Trust transaction would dilute the Trust's ownership of Class A shares below 50%. The Trust's option is exercisable only if a Morris Trust transaction is completed, and in that event the option expires one year following an adverse ruling by the court or six months following completion of the Company's stock repurchase program, whichever comes later. SIGNATURES Pursuant to the requirements of the Security and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE E. W. SCRIPPS COMPANY Dated: June 5, 1997 By: /s/ D. J. Castellini D. J. Castellini Senior Vice President, Finance & Administration -----END PRIVACY-ENHANCED MESSAGE-----