8-K 1 l00565ae8vk.txt THE EW SCRIPPS COMPANY 8-K UNITED STATES 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) APRIL 24, 2003 COMMISSION FILE NUMBER 0-16914 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 45202 CINCINNATI, OHIO (ZIP CODE) (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (513) 977-3000 NOT APPLICABLE (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) THE E.W. SCRIPPS COMPANY Item 5. Other Events The Edward W. Scripps Trust (the "Scripps Trust"), the controlling shareholder of The E.W. Scripps Company (the "Company"), is offering 7,000,000 of the Class A Common Shares (the "Shares") of the Company through Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriters") pursuant to an Underwriting Agreement (the "Underwriting Agreement") dated April 24, 2003, among the Company, the Scripps Trust and the Underwriters. The Shares are registered on a Registration Statement (the "Registration Statement") on Form S-3 of the Company filed with the Securities and Exchange Commission on March 25, 2003 (file number 333-104008). Filed herewith as Exhibit 1.1 is the Underwriting Agreement, which is incorporated by reference in the Registration Statement. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements. Not applicable. (b) Pro Forma Financial Information. Not applicable. (c) Exhibits. The following exhibits are being filed herewith: 1.1 Underwriting Agreement dated April 24, 2003, among The E.W. Scripps Company, The Edward W. Scripps Trust, Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated. 2 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE E.W. SCRIPPS COMPANY By: /s/ E. John Wolfzorn ------------------------------ E. John Wolfzorn Vice President and Treasurer Dated: April 24, 2003 THE E.W. SCRIPPS COMPANY INDEX TO EXHIBITS
EXHIBIT NO. ITEM PAGE ------- ------- ------- 1.1 Underwriting Agreement dated April 24, 2003, among The E.W. Scripps Company, The Edward W. Scripps Trust, Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Registration Statement on Form S-3 (File No. 333-104008)).
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