AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 2004.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE E.W. SCRIPPS COMPANY
(Exact name of registrant as specified in its charter)
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OHIO 31-1223339
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
312 WALNUT STREET, SUITE 2800
CINCINNATI, OHIO 45202
(513) 977-3000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-------------------------------
M. DENISE KUPRIONIS
VICE PRESIDENT, CORPORATE SECRETARY, AND DIRECTOR OF LEGAL AFFAIRS
312 WALNUT STREET, SUITE 2800
CINCINNATI, OHIO 45202
(513) 977-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service for registrant)
-------------------------------
Please send copies of all communications to:
WILLIAM APPLETON, ESQ.
BAKER & HOSTETLER LLP
312 WALNUT STREET, SUITE 3200
CINCINNATI, OHIO 45202
(513) 929-3400
-------------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PRICE PER SHARE(1) OFFERING PRICE(2) FEE(3)
--------------------------- ----------------------- ------------------ ------------------ ----------------------
Class A Common Shares, 149,118 $46.04 $5,535,072 $702
$.01 par value
(1) Based upon the highest price, excluding interest, to be payable per share in
connection with the rescission offer covered by this registration statement. The
price per share will range from $31.19 to $46.04, depending on the price
originally paid by the offeree.
(2) Aggregate purchase price, excluding interest, estimated to be payable if our
rescission offer covered by this registration statement is accepted in full.
(3) Calculated pursuant to Rule 457(j) on the basis of the amount at which such
securities were sold.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE(S)
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT MAKE THE RESCISSION OFFER UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED NOVEMBER 3, 2004
PROSPECTUS
THE E.W. SCRIPPS COMPANY
149,118 CLASS A COMMON SHARES
RESCISSION OFFER
We are offering, upon the terms and conditions set forth in this
prospectus, to rescind sales of up to 149,118 Class A Common Shares, $.01 par
value, made to persons who purchased those shares under our Employee Stock
Purchase Plan (the "Plan") during the period from July 1, 2002, through July 1,
2004 (the "Applicable Period").
If you own any Class A Common Shares that you purchased under the Plan
during the Applicable Period, we are offering to buy back those shares at the
price you paid for them plus interest, less any dividends you received on such
shares.
If you sold any Class A Common Shares that you purchased under the Plan
during the Applicable Period, we are offering to pay you the amount you paid
when you purchased those shares plus interest, less any dividends you received
on such shares and less the amount you received when you sold the shares.
Participants in our Employee Stock Purchase Plan purchased 149,118 Class A
Common Shares under the Plan during the Applicable Period at prices ranging from
$31.19 to $46.04 per share.
Our Class A Common Shares are listed on the New York Stock Exchange under
the symbol "SSP". On ________________, 2004, the last reported sale price for
our Class A Common Shares was $____ per share.
The mailing address of our principal executive offices is P.O. Box 5380,
Cincinnati, Ohio 45201, and our telephone number is (513) 977-3000.
THIS RESCISSION OFFER WILL EXPIRE AT 5:00 P.M.
EASTERN STANDARD TIME ON DECEMBER __, 2004.
YOU ARE NOT REQUIRED TO ACCEPT OUR RESCISSION OFFER. If you do not accept
it, you will be deemed to have purchased registered Class A Common Shares under
the Securities Act of 1933, as amended (the "Securities Act"), effective as of
the date of this prospectus.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS NOVEMBER ___, 2004
TABLE OF CONTENTS
Page
----
ABOUT THIS PROSPECTUS................................... 2
FORWARD LOOKING STATEMENTS.............................. 2
WHERE YOU CAN FIND MORE INFORMATION..................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......... 3
THE E.W. SCRIPPS COMPANY................................ 4
RECENT DEVELOPMENTS..................................... 4
THE RESCISSION OFFER.................................... 5
EXPERTS................................................ 13
ANNEX I - RESCISSION ELECTION FORM.................... A-1
ABOUT THIS PROSPECTUS
You should rely only on the information contained or incorporated by
reference in this prospectus. We have not authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not making an offer
to sell these securities in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus
and the documents incorporated by reference is accurate only as of their
respective dates. Our business, financial condition, results of operations and
prospects may have changed since those dates.
As used in this prospectus, "Company," Scripps," "we," "our" and "us" may,
depending on the context, refer to The E.W. Scripps Company, to one or more of
its consolidated subsidiaries or to all of them taken as a whole.
FORWARD-LOOKING STATEMENTS
Some of the discussion and the information set forth in this prospectus
and any prospectus supplement and any other documents incorporated by reference
contain forward-looking statements that are based on our current expectations.
Forward-looking statements are subject to certain risks, trends and
uncertainties that could cause actual results to differ materially from the
expectations expressed in the forward-looking statements. Such risks, trends and
uncertainties, which in most instances are beyond our control, include changes
in advertising demand and other economic conditions; consumers' taste; newsprint
prices; program costs; labor relations; technological developments; competitive
pressures; interest rates; regulatory rulings; and reliance on third-party
vendors for various products and services. The words "believe," "expect,"
"anticipate," "estimate," "intend" and similar expressions identify
forward-looking statements.
All forward-looking statements, which are as of the date of this filing,
should be evaluated with the understanding of their inherent uncertainty. We
undertake no obligation to publicly update any forward-looking statement to
reflect events or circumstances after the date the statement is made.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with all
amendments, schedules and exhibits, referred to as the "Registration Statement")
under the Securities Act relating to this rescission offer. As permitted by the
rules and regulations of the Commission, this prospectus does not contain all of
the information set forth in the Registration Statement, of which this
prospectus is a part. For further information with respect to us, the rescission
offer and our Class A Common Shares, please refer to the Registration Statement,
which may be inspected, without charge, at the public reference facilities of
the Commission referred to below, and copies of which may be obtained therefrom
upon payment of the Commission's customary charges.
We file reports, proxy statements and other information with the
Commission under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). You may inspect and copy this information at the public reference
facilities of the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. You may call the Commission at 1-800-SEC-0330
for further information about its public reference facilities. The
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Commission also maintains an Internet website (http://www.sec.gov) containing
our reports, proxy statements and other information.
You may also inspect and copy the reports, proxy statements and other
information we file, at the offices of the New York Stock Exchange, Inc., on
which our Class A Common Shares are listed, at 20 Broad Street, New York, New
York 10005.
In addition, we make available our Commission reports, proxy statements
and other information in the "Investor Relations" section of our Internet
website (http://www.scripps.com).
THE INFORMATION CONTAINED ON OUR INTERNET WEBSITE DOES NOT CONSTITUTE A
PART OF THIS PROSPECTUS.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Commission allows us to "incorporate by reference" information into
this prospectus. This means that we can disclose important information to you by
referring to another document filed separately with the Commission. The
information incorporated by reference is considered to be a part of this
prospectus, except for information that is superseded by information contained
in this prospectus directly or in another, later document that is incorporated
by reference. We incorporate by reference the following documents:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003, as amended by Amendment No. 1 filed by the Company on Form
10-K/A dated April 20, 2004.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2004, June 30, 2004 and September 30, 2004.
3. The Company's Current Reports on Form 8-K dated January 16, 2004,
January 22, 2004, March 23, 2004, April 14, 2004, April 15, 2004, July 15, 2004,
July 21, 2004, August 2, 2004, August 11, 2004, September 13, 2004, October 8,
2004, October 13, 2004, and October 14, 2004.
4. The description of the Company's Class A Common Shares contained in the
Company's Registration Statement on Form 10 (File No. 1-11969).
This prospectus also incorporates by reference additional documents that
we may file with the Commission between the date of this prospectus and before
this rescission offer terminates. These documents include periodic reports, such
as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference in this
document from the Commission through its public reference facilities or Internet
website, as described above. The documents incorporated by reference are also
available through our Internet website as described above, or they may be
obtained from us without charge (excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit in
this prospectus) by requesting them in writing or by telephone at the following
address:
Vice President-Investor Relations
The E.W. Scripps Company
312 Walnut Street
P.O. Box 5380
Cincinnati, Ohio 45201
Telephone: (513) 977-3000
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THE E.W. SCRIPPS COMPANY
We are a diverse media concern with interests in national lifestyle
television networks, newspaper publishing, broadcast television, television
retailing, interactive media and licensing and syndication. All of our media
businesses provide content and advertising services via the Internet. Our media
businesses are organized into the following reportable business segments:
Scripps Networks, Newspapers, Broadcast television and Shop At Home.
SCRIPPS NETWORKS
Scripps Networks includes our four national lifestyle television networks:
Home & Garden Television, Food Network, DIY - Do It Yourself Network and Fine
Living. Scripps Networks also includes our 12% interest in FOX Sports Net South,
a regional television network. We own approximately 70% of Food Network and
approximately 90% of Fine Living. Each of our networks is distributed by cable
and satellite television systems pursuant to the terms of long-term distribution
agreements. Scripps Networks earns revenue primarily from the sale of
advertising time and from affiliate fees from cable and satellite television
systems.
NEWSPAPERS
Our newspaper business segment includes daily and community newspapers in
18 markets and the Washington-based Scripps Media Center, which includes the
Scripps Howard News Service. Four of our newspapers are operated pursuant to the
terms of a joint operating agreement. Each of those newspapers maintains an
independent editorial operation and receives a share of the operating profits of
the combined newspaper operations. We solely manage and operate each of the
other newspapers. Our newspapers earn revenue primarily from the sale of
advertising space to local and national advertisers and from the sale of
newspapers to readers.
BROADCAST TELEVISION
Our broadcast television business segment includes six ABC-affiliated
stations, three NBC-affiliated stations and one independent station. Each
station is located in one of the 60 largest television markets in the
United States. Our broadcast television stations earn revenue primarily from the
sale of advertising time to local and national advertisers.
SHOP AT HOME
Shop At Home markets a range of consumer goods directly to television
viewers and visitors to its Internet site. Shop At Home reaches approximately 51
million full-time equivalent households and can be viewed in more than 147
television markets, including 91 of the largest 100 television markets in the
United States. Shop At Home programming is distributed under the terms of
affiliation agreements with broadcast television stations and cable and
satellite television systems. In 2004, we acquired Summit America Television,
which owned a minority interest in Shop At Home and owns and operates five
television stations that exclusively broadcast Shop At Home programming.
Substantially all of Shop At Home's revenues are earned from the sale of
merchandise.
RECENT DEVELOPMENTS
On October 12, 2004, we entered into a definitive agreement to acquire the
Great American Country (GAC) network from Jones Media Networks, Ltd. The
proposed transaction is subject to federal regulatory approval under the terms
of the Hart-Scott-Rodino Act. We expect to complete this acquisition in November
2004.
4
THE RESCISSION OFFER
BACKGROUND AND REASONS FOR THE RESCISSION OFFER
At the inception of our Employee Stock Purchase Plan (the "Plan") in 1997,
we registered 400,000 Class A Common Shares under the Securities Act of 1933
(the "Securities Act") for sale pursuant to the Plan. From inception of the Plan
through July 1, 2004, we sold 549,118 Class A Common Shares to eligible
full-time employees. Of the shares sold, 149,118 were not registered under the
Securities Act or applicable state securities laws. These unregistered shares
were sold under the Plan from July 1, 2002, through July 1, 2004 (the
"Applicable Period"). We are making this rescission offer to ensure our
compliance with the registration provisions of federal and applicable state laws
and to extinguish or reduce any contingent liability we may have under such
laws.
If you purchased any unregistered shares under the Plan during the
Applicable Period, you may have the right under federal or state law to have
such shares repurchased by us or, if you have sold any of such shares, you may
be entitled under federal or state law to other relief as described herein. Your
rights in this regard are discussed in more detail in other sections of this
prospectus. See "Summary of Applicable Laws."
The maximum estimated amount that we would be required to refund if all
employees accepted our rescission offer is $5,535,072, not including interest.
TERMS OF THE RESCISSION OFFER
If you purchased Class A Common Shares under the Plan during the
Applicable Period, we are offering:
(i) to buy back all shares you purchased during the Applicable Period at
the price(s) you paid for such shares, plus interest at the rate of 10% per
annum (except for Kansas residents, where the law requires us to pay at the rate
of 15% per annum) (minus any dividends you received on such shares), upon
receipt by us of (A) a properly completed and executed Rescission Election Form
in the form of Annex I to this prospectus and (B) certificates representing such
shares purchased pursuant to the Plan during the Applicable Period;
(ii) if you sold shares you purchased during the Applicable Period and had
a loss, to pay you the amount you paid when you purchased such shares less the
amount you received when you sold such shares, plus interest at the rate of 10%
per annum (except for Kansas residents, where the law requires us to pay at the
rate of 15% per annum) (minus any dividends you received on such shares), upon
receipt by us of (A) a properly executed Rescission Election Form and (B) proof
reasonably satisfactory to us evidencing the sale of such shares; or
(iii) if you sold shares you purchased during the Applicable Period and
had a gain, to pay you the excess, if any, of the sum of the amount you paid
when you purchased such shares plus interest at the rate of 10% per annum
(except for Kansas residents, where the law requires us to pay at the rate of
15% per annum) over the sum of the amount you received when you sold such shares
plus any dividends you received on such shares, upon receipt by us of (A) a
properly executed Rescission Election Form and (B) proof reasonably satisfactory
to us evidencing the sale of such shares.
Interest will be calculated from the date of your purchase of the shares
to the expiration date of this offer.
While no assurance can be given as to the prices at which our Class A
Common Shares will trade in the future, you should consider that on
_______________, 2004, the closing sale price for our Class A Common Shares on
the New York Stock Exchange was $___ per share. You may be able to sell your
shares in the open market at prices higher than the price we are offering to pay
in our rescission offer. You are urged to obtain current quotations of the
market price of our Class A Common Shares on The New York Stock Exchange
(Symbol: SSP).
We recommend that you consider carefully any decision to elect rescission
and consult with your financial advisor if you deem it appropriate.
ACCEPTANCE
You are not required to accept this rescission offer. Acceptance is
optional. If you elect to accept this offer, you must complete the "Rescission
Election Form," a copy of which has been included for your convenience. You
should mail or return this form to the Company, Attention: ___________, 312
Walnut Street, 28th Floor, Cincinnati, Ohio 45202, as soon as practicable after
the date of receipt of this prospectus. A pre-addressed envelope has been
provided to you for this purpose. Your properly completed Rescission Election
Form must be received by the
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Company by 5:00 p.m. Eastern Standard Time, on or before December __, 2004,
which is the expiration date of this offer.
In completing the Rescission Election Form, please refer to the document
provided to you by the Company, titled "Employee Stock Purchase Plan Share
Information," which contains detailed information regarding your share purchases
under the Plan, including the number of shares purchased, the dates of purchase
and the purchase price(s) for the shares.
All acceptances of our rescission offer will be deemed to be effective on
the expiration date. Unless you accept our offer before the expiration date,
your right to accept it will terminate. You can revoke your acceptance or
rejection of our rescission offer prior to the expiration date by submitting a
new Rescission Election Form to us by the expiration date.
If you have already sold the shares subject to our offer, you must enclose
with the Rescission Election Form proof reasonably satisfactory to us evidencing
the bona fide sale of such shares to a third party, including the sale price for
such shares. Satisfactory proof of the sale price of such shares may take the
form of a canceled check or a receipt from the broker, dealer or other person
conducting the sale. The sale price may have been paid in either cash or
property. If the sale price was paid in property, the price will be deemed to be
the fair market value of such property at the time of sale. If the proof of the
sale price is not reasonably satisfactory to us, we may require additional
proof. In addition, we may require evidence that any sale of such shares was a
bona fide transfer to a third party. We may require that an improperly completed
Rescission Election Form be properly completed and returned to us.
If you accept our rescission offer in accordance with its terms, we will
pay you for your rescinded shares within approximately five (5) business days of
the expiration date.
YOU WILL BE DEEMED TO HAVE REJECTED OUR RESCISSION OFFER IF YOU FAIL TO
NOTIFY US IN WRITING OF YOUR ACCEPTANCE OF OUR RESCISSION OFFER ON OR PRIOR TO
THE EXPIRATION DATE; HOWEVER, SUCH REJECTION MAY NOT BE DETERMINATIVE OF YOUR
ACTUAL LEGAL RIGHTS. SEE "EFFECT OF RESCISSION OFFER" BELOW.
OTHER TERMS AND CONDITIONS
Unless extended by us, our rescission offer will expire on December __,
2004, as indicated above. If we do not receive your Rescission Election Form
fully completed and executed in pertinent part by the expiration date, we will
assume you have rejected our rescission offer. If you decide to accept our
rescission offer and intend to use the mail to return your stock certificates to
us, we recommend that you use insured registered mail, return receipt requested.
We have not retained nor do we intend to retain any person to make
solicitations or recommendations to you in connection with our rescission offer.
Neither we nor our officers or directors may make any recommendation to you with
respect to this offer. We urge you to read this prospectus carefully and to make
an independent evaluation with respect to our offer.
EFFECT OF RESCISSION OFFER
If you do not accept our rescission offer, you may lose your right to
bring a civil action against us before expiration of the statute of limitations
applicable to our failure to register the shares subject to this rescission
offer under federal or state securities laws. Our rescission offer is not a
waiver by us of any applicable statute of limitations. We intend to assert,
among other defenses, in any litigation initiated by any person who does not
accept this rescission offer, that such person is estopped from asserting such
claims.
If you reject or fail to accept our rescission offer, you will retain
ownership of the shares you received and will not receive any cash for those
shares. In addition, the shares subject to our rescission offer held by persons
who reject or fail to accept our rescission offer will, for purposes of
applicable federal and state securities law, be registered securities as of the
expiration date of our rescission offer and, unless held by persons who may be
deemed to be "affiliates" of us, will be freely tradeable in the public market
at such time. Those shares held by our affiliates will be subject to certain
restrictions on resale provided in rules promulgated under the Securities Act.
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We believe that our rescission offer complies in all material respects
with the requirements of applicable federal and state laws. Whether or not the
applicable state law (and federal law) statutes of limitations have expired, we
are making our offer to all participants in the Plan with respect to all shares
purchased during the Applicable Period. Nonetheless, the terms of our offer do
not constitute a waiver by us of any defense, including a defense based on an
applicable statute of limitations, in the event that any participant brings a
lawsuit against us with respect to his purchase of unregistered shares under the
Plan.
You should consult an attorney regarding all of your legal rights and
remedies before deciding whether or not to accept our rescission offer.
SUMMARY OF APPLICABLE LAWS
FEDERAL LAW. The statute of limitations for non-compliance with the
requirement to register securities under the Securities Act is one year. It is
unclear whether this rescission offer will terminate any liability we may have
under the Securities Act with respect to shares purchased by you or other
employees under the Plan within one year prior to the expiration date. The staff
of the Securities and Exchange Commission takes the position that a person's
federal right of rescission may survive a rescission offer so long as it is not
barred by the statute of limitations. Nevertheless, there have been certain
instances in which courts have held that non-acceptance of a rescission offer
terminated a company's liability for rescission damages under federal law. Each
person is urged to consider this possibility with respect to our rescission
offer.
STATE LAWS. To comply with applicable state laws, we will hold our
rescission offer open until ______________, 2004. A summary of the statutes of
limitations and the effect of a rescission offer under applicable state
securities laws appears in the table below. The law of your state of residence
is the law applicable to you.
STATE STATUTE OF LIMITATIONS EFFECT OF RESCISSION OFFER
----- ---------------------- --------------------------
Alabama Two years after non-compliance If you own the securities and you do not accept
our offer, you will lose your right to sue for
rescission.
If you sold the securities prior to receiving our
offer, you will lose your right to sue for
damages unless you reject the offer in writing
within 30 days of receipt.
Arizona One year after non-compliance If you do not accept our offer, you retain your
right to sue for rescission or damages unless the
statute of limitations has expired.
California Earlier of two years after If you do not accept our offer, you will lose
non-compliance or one year after your right to sue for rescission or damages.
discovery of facts constituting such
non-compliance
Colorado Two years after date of contract for If you do not accept our offer, you will lose
sale of securities your right to sue for rescission or damages.
District of One year after non-compliance If you own the securities and you do not accept
Columbia our offer, you will lose your right to sue for
rescission.
If you sold the securities prior to receiving our
offer, you will lose your right to sue for
damages unless you reject the offer in writing
within 30 days of receipt.
Florida Two years after purchaser discovered If you do not accept our offer, you will lose
or should have discovered the facts your right to sue for rescission or damages.
giving rise to the non-compliance but
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STATE STATUTE OF LIMITATIONS EFFECT OF RESCISSION OFFER
----- ---------------------- --------------------------
no more than five years from the
date of non-compliance
Illinois Three years after non-compliance If you do not accept our offer, you will lose
your right to sue for rescission or damages.
Indiana Three years after discovery of If you own the securities and you do not accept
non-compliance our offer, you will lose your right to sue for
rescission.
If you sold the securities prior to receiving our
offer, you will lose your right to sue for
damages unless you reject the offer in writing
within 30 days of receipt.
Kansas Three years after discovery of If you own the securities and you do not accept
non-compliance our offer, you will lose your right to sue for
rescission.
If you sold the securities prior to receiving our
offer, you will lose your right to sue for
damages unless you reject the offer in writing
within 30 days of receipt.
Kentucky Three years after discovery of If you own the securities and you do not accept
non-compliance our offer, you will lose your right to sue for
rescission.
If you sold the securities prior to receiving our
offer, you will lose your right to sue for
damages unless you reject the offer in writing
within 30 days of receipt.
Maryland One year after non-compliance If you own the securities and you do not accept
our offer, you will lose your right to sue for
rescission.
If you sold the securities prior to receiving our
offer, you will lose your right to sue for
damages unless you reject the offer in writing
within 30 days of receipt.
Michigan Two years after the date of contract If you own the securities and you do not accept
for the sale of securities our offer, you will lose your right to sue for
rescission.
If you sold the securities prior to receiving our
offer, you will lose your right to sue for
damages unless you reject the offer in writing
within 30 days of receipt.
Missouri One year after non-compliance If you do not accept our offer, you will lose
your right to sue for rescission or damages.
New Mexico Three years after non-compliance If you do not accept our offer, you will lose
your right to sue for rescission or damages.
Ohio Two years after purchaser knew or If you do not accept our offer, you will lose
had reason to know of the facts by your right to sue for rescission or damages.
reason of which there was
non-compliance or five years from
the date of sale or contract of
sale, whichever is shorter
Oklahoma Three years from the date of sale If you own the securities and you do not accept
our offer, you will lose your right to sue for
rescission.
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STATE STATUTE OF LIMITATIONS EFFECT OF RESCISSION OFFER
----- ---------------------- --------------------------
If you sold the securities prior to receiving our
offer, you will lose your right to sue for
damages unless you reject the offer in writing
within 30 days of receipt.
South Carolina Three years from the contract of sale If you own the securities and you do not accept
our offer, you will lose your right to sue for
rescission.
If you sold the securities prior to receiving our
offer, you will lose your right to sue for
damages unless you reject the offer in writing
within 30 days of receipt.
Tennessee Five years after non-compliance or Although there is no statutory provision for a
two years after discovery of facts rescission offer, the Tennessee Securities
constituting non-compliance or after Division has issued a policy statement outlining
discovery should have been made, the requirements for conducting a rescission
whichever shall first expire offer in Tennessee.
We believe that Tennessee courts would give
effect to our offer if you subsequently brought
suit.
Texas Three years after sale or one year If you do not accept our offer, you will lose
after rejecting a rescission offer your right to sue for rescission or damages
meeting the requirements of the unless you reject the offer within 30 days of
Texas Securities Act of 1957 receipt and expressly reserve in the rejection
your right to sue.
Virginia Two years after non-compliance If you do not accept our offer, you will lose
your right to sue for rescission or damages.
Washington Three years after discovery of the If you own the securities and you do not accept
non-compliance our offer, you will lose your right to sue for
rescission.
ADDITIONAL INFORMATION. Although the securities laws in New York do not
appear to require us to make a rescission offer to residents of New York who
participate in the Plan, we are, as indicated above, extending the offer to all
participants in the Plan who are residents of New York and purchased shares
during the Applicable Period.
California and Michigan require us to provide additional information about
their laws relating to our rescission offer. This information appears below.
CALIFORNIA. Under Section 25503 of the California Corporate Securities Law
of 1968, an issuer is civilly liable to a purchaser of its securities sold in
violation of the qualification requirements of Section 25110 of the California
Corporate Securities Law of 1968. At any time prior to the earlier of the two
year anniversary of the non-compliance with the registration or qualification
requirements or the one year anniversary of the discovery by the purchaser of
the facts constituting such non-compliance, the purchaser upon tender of the
securities may sue to recover the consideration paid for such securities with
interest (at 10% per year), less the amount of any income received from
ownership of the securities. If the purchaser sold the securities, the purchaser
may sue for damages (which are deemed to be an amount equal to the difference
between the purchase price plus interest (at 10% per year) from the date of
purchase and the value of the securities at the time they were disposed of by
the purchaser plus the amount of any income received from ownership of the
securities).
An issuer may cure its non-compliance with the requirement to register or
qualify securities under the California Corporate Securities Law of 1968 by
making a written rescission offer before suit is commenced by the purchaser,
approved as to form by the California Commissioner of Corporations, (1) stating
the respect in which liability under the registration or qualification
requirements may have arisen; (2) offering to repurchase the securities for a
cash price payable upon delivery of the securities or offering to pay the
purchaser an amount in cash equal in either case to the amount recoverable by
the purchaser (as described in the paragraph above), or offering to rescind the
transaction by putting the parties back in the same position as before the
transaction; (3) providing that such offer may be accepted by the purchaser at
any time within a specified period of not less than 30 days after the date of
receipt of the offer unless rejected earlier during such period by the
purchaser; (4) setting forth the provisions of the rescission
9
offer requirements under the California Corporate Securities Law of 1968; and
(5) containing such other information as the California Commissioner of
Corporations may require by rule or order. If the purchaser fails to accept such
offer in writing within the specified period of not less than 30 days after the
date of receipt of the offer, that purchaser will lose the right to sue for
rescission or damages under California law. The issuer must also file with the
Commissioner of Corporations, in such form as the Commissioner of Corporations
by rule prescribes, an irrevocable consent appointing the Commissioner of
Corporations or its successor in office to be such issuer's attorney to receive
service of any lawful process in any non-criminal suit, action or proceeding
against such issuer or its successor, which arises under California law after
the consent has been filed, with the same force and validity as if served
personally on the issuer filing the consent.
We believe that our rescission offer complies in all material respects
with the rescission offer requirements of the California Commissioner of
Corporations and we intend to file an application for approval of our rescission
offer with the California Commissioner of Corporations.
MICHIGAN. Under Michigan law, an issuer is civilly liable to a purchaser
of its securities sold in violation of the registration or qualification
requirements of the Michigan Uniform Securities Act. The purchaser, at any time
prior to the two year anniversary of the contract for sale of such securities,
may sue at law or in equity to recover the consideration paid for such
securities together with interest (at 6% per year) from the date of payment,
costs and reasonable attorneys fees, less the amount of income received on the
securities, upon the tender of the securities or, if the purchaser sold the
securities, for damages in an amount that would be recoverable upon tender less
the value of the securities when the purchaser disposed of them and interest at
6% per year from the date of disposition.
An issuer may cure its non-compliance with the requirement to register or
qualify securities under the Michigan Uniform Securities Act by making a written
rescission offer, before suit and at a time when the purchaser still owns the
securities, to refund the consideration paid together with interest (at 6% per
year) from the date of payment, less the amount of any income received on the
securities. Concurrently with the offer, the issuer must provide the purchaser
with documents making full written disclosure about the financial and business
condition of the issuer and the financial and business risks associated with the
retention of the securities. The offer must recite the applicable provisions of
the Michigan Uniform Securities Act and will not be valid unless the issuer
substantiates in the disclosure documents that it has the ability to fund the
offering. If the purchaser owns the securities and fails to accept such offer
within 30 days of receipt of the offer or if the purchaser sold the securities
and fails to reject the offer within 30 days of receipt, then the purchaser will
lose the right to sue for rescission or damages under Michigan law. Acceptance
or rejection of the offer will not be binding until 48 hours after receipt of
the offer by the purchaser.
We believe that our rescission offer complies in all material respects
with the rescission offer requirements of the Michigan Uniform Securities Act.
FUNDING OF THE RESCISSION OFFER
We will fund any payments required under this rescission offer from a
portion of our working capital. We have sufficient funds on hand to pay the
purchase price of any shares which may be tendered pursuant to our offer.
USE OF SHARES REPURCHASED BY THE COMPANY IN THE RESCISSION OFFER
The shares purchased by us pursuant to this offer, if any, will become
treasury shares and will be available for sale as registered shares pursuant to
the Plan.
QUESTIONS ABOUT THE RESCISSION OFFER
Those persons who have questions about our rescission offer may call
_______ at (513) 977-3000 on weekdays between 9:00 a.m. and 5:00 p.m., Eastern
Standard Time.
MATERIAL FEDERAL INCOME TAX CONSIDERATIONS
Set forth below is a discussion of certain United States federal income
tax considerations relating to our rescission offer. The discussion is based on
existing provisions of the Internal Revenue Code of 1986, as amended (the
"Code"), the Treasury regulations promulgated thereunder, published revenue
rulings and revenue procedures of the Internal Revenue Service ("IRS"),
applicable legislative history, and judicial decisions. All such authorities are
subject
10
to change at any time, either prospectively or retroactively, and any such
change could materially affect the federal income tax consequences described
below.
This discussion does not deal with all of the United States federal income
tax consequences of our rescission offer that may be relevant to a person in
light of that person's particular circumstances, or to persons subject to
special rules, such as dealers in securities, foreign persons, persons who are
subject to the alternative minimum tax, persons who are not individuals, and
persons holding shares that are subject to hedging, conversion or constructive
sale transactions. The discussion assumes that a person holds the shares subject
to our rescission offer as capital assets, or, as to a person who accepts our
rescission offer with respect to shares previously sold by such person, held
such sold shares as capital assets. The federal income tax law applicable to our
rescission offer is unclear, and we have received neither an opinion of counsel
nor a ruling from the IRS on the tax consequences of our rescission offer. The
IRS is not precluded from asserting a position contrary to that summarized in
this discussion or otherwise re-characterizing the transaction in whole or in
part.
FOR ALL OF THESE REASONS, ALL PERSONS CONSIDERING OUR RESCISSION OFFER
SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES TO
THEM OF OUR RESCISSION OFFER, INCLUDING THE APPLICABILITY AND POTENTIAL
APPLICABILITY OF FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS AND PROPOSED TAX
LAWS.
SHARE REDEMPTIONS
For United States federal income tax purposes, we intend to treat share
purchases pursuant to our rescission offer as a taxable redemption of shares
with a redemption price equal to the amount paid by us for such shares
(including in the redemption price the portion of the payment equal to the
amount of interest on the original purchase price of such shares). Assuming our
treatment of our rescission offer as a redemption of shares is correct, the
redemption will be treated as a sale or exchange for federal income tax purposes
if it (a) results in a "complete redemption" of the person's interest in our
stock under Section 302(b)(3) of the Code; (b) is "substantially
disproportionate" with respect to the person under Section 302(b)(2) of the
Code; or (c) is "not essentially equivalent to a dividend" with respect to the
person under Section 302(b)(1) of the Code. These three tests, which are more
fully described below, are collectively referred to herein as the "Redemption
Tests." The Redemption Tests are applied on a person-by-person basis. If a sale
does not satisfy any of the Redemption Tests, the payment of the proceeds from
the sale will be treated as a distribution. Because the Redemption Tests are
applied independently to each person, it is possible that some persons accepting
our rescission offer will be subject to sale or exchange treatment and others
will receive distribution treatment.
BECAUSE THE APPLICATION OF THE REDEMPTION TESTS IS APPLIED ON A
PERSON-BY-PERSON BASIS, ALL PERSONS CONSIDERING OUR RESCISSION OFFER SHOULD
CONSULT THEIR OWN TAX ADVISORS IN CONNECTION WITH THE POSSIBLE FEDERAL INCOME
TAX TREATMENT THAT MAY APPLY IN THEIR PARTICULAR CASE.
In determining whether any of the Redemption Tests are satisfied, a person
must take into account not only shares that are actually owned, but also shares
which are constructively owned under Section 318 of the Code. Under Section 318,
a person may constructively own shares actually owned, and in some cases
constructively owned, by certain related individuals or entities and shares that
he has the right to acquire by exercise of an option, warrant or a conversion
right. Contemporaneous or related transactions in our stock or stock options may
also affect the Redemption Tests.
The redemption will result in a "complete redemption" of all the shares
owned by a person if either (a) all of the shares actually and constructively
owned by such person are sold pursuant to our rescission offer or (b) all of the
shares actually owned by a person are sold pursuant to our rescission offer and
the person is eligible to waive and effectively waives constructive ownership of
shares under procedures described in Section 302(c) of the Code.
The redemption will be "substantially disproportionate" with respect to a
person if (a) the percentage of our voting stock owned by the person immediately
after the redemption (taking into account all shares purchased by us pursuant to
our rescission offer) equals less than 80 percent of the percentage of our
voting stock owned by such person immediately before the redemption; (b) the
percentage of our common stock (whether voting or nonvoting stock) owned by the
person after the redemption (taking into account all shares purchased by us
pursuant to our rescission offer) equals less than 80 percent of the percentage
of our common stock owned by the person immediately before the
11
redemption; and (c) such person after the redemption owns less than 50 percent
of the total combined voting power of all classes of our stock entitled to vote
(taking into account all shares purchased by us pursuant to our rescission
offer).
The redemption will satisfy the "not essentially equivalent to a dividend"
test with respect to a person if, in light of the person's particular
circumstances (including the person's relative interest in our stock), its sale
of shares pursuant to our rescission offer results in a "meaningful reduction"
of its interest in our stock (taking into account all shares purchased by us
pursuant to our rescission offer). This test may be satisfied irrespective of
the person's failure to satisfy the complete redemption or substantially
disproportionate tests.
If the redemption qualifies for sale or exchange treatment with respect to
a particular person under one or more of the Redemption Tests, such person will
have capital gain or loss equal to the difference between the amount received by
such person pursuant to our rescission offer (including the portion of such
amount equal to the interest on the original purchase price of the shares) and
such person's tax basis in the shares. Such gain or loss will be short-term or
long-term depending on whether such person held the shares for one year or less,
or more than one year, at the time of the redemption.
If the redemption fails to qualify for sale or exchange treatment with
respect to a particular person, the gross proceeds received by such person
pursuant to our rescission offer will be characterized as a dividend
distribution to the extent of our accumulated and current earnings and profits
(on a pro rata basis with other persons whose redemptions fail to so qualify).
Under the Jobs and Growth Tax Relief Reconciliation Act of 2003, dividends
received by individuals in 2004 generally will be subject to tax at a reduced
rate of 15% (5% for lower income individuals). The portion, if any, of the
proceeds received by such person pursuant to our rescission offer in excess of
the amount treated as a dividend will be treated first as a tax-free recovery of
the person's basis in the redeemed shares and then as capital gain from a sale
or exchange. Under current rules, a person who receives proceeds that are taxed
as a dividend should generally be able to transfer any unrecovered tax basis in
the redeemed shares to any of our shares retained by such person, or possibly to
shares constructively owned by such person if such person retains none of our
shares. Under proposed rules that will not be effective until promulgated in
final Treasury regulations, such unrecovered basis would not be transferred to
any other shares, but instead generally would give rise to a capital loss,
either at the time of the redemption pursuant to our rescission offer, or at a
later time, depending on the person's particular circumstances. The loss would
be short-term or long-term depending on the person's holding period for the
shares at the time of the redemption, even if the loss could not be taken under
the proposed rules until a later time.
PAYMENTS WITH RESPECT TO SOLD SHARES
We believe that the amount paid to a person with respect to our shares
previously sold by such person (including the portion of the payment equal to
the amount of interest on the original purchase price of such shares) will be
capital gain at least to the extent of any losses incurred by such person on
such prior sales, although any payment in excess of such prior losses may be
taxable as ordinary income. To the extent the payment is taxable as capital
gain, such gain would be short-term or long-term depending on the holding period
for the previously sold shares.
BACKUP WITHHOLDING
Under the United States federal income tax backup withholding rules, 28%
of the gross proceeds payable to a person pursuant to our rescission offer must
be withheld and remitted to the United States Treasury unless such person (i) is
an exempt recipient that, if required, establishes his right to an exemption or
(ii) provides his taxpayer identification number, certifies that he is not
currently subject to backup withholding, and otherwise complies with applicable
requirements of the backup withholding rules. A person may generally avoid
backup withholding by furnishing a completed Substitute Form W-9 included as
part of the election form. Backup withholding is not an additional tax; any
amount withheld under these rules will be creditable against the United States
federal income tax liability of the person subject to the withholding, and may
entitle such person to a refund provided that the required information is
furnished to the IRS.
THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN UNITED
STATES INCOME TAX CONSEQUENCES OF OUR RESCISSION OFFER AND DOES NOT PURPORT TO
BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT
THERETO. THUS, SHAREHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO
THE SPECIFIC TAX CONSEQUENCES TO THEM OF OUR RESCISSION OFFER, INCLUDING TAX
RETURN REPORTING REQUIREMENTS, THE APPLICABILITY AND EFFECT OF FOREIGN, FEDERAL,
STATE, LOCAL, AND OTHER APPLICABLE TAX LAWS AND THE EFFECT OF ANY PROPOSED
CHANGES IN THE TAX LAWS.
12
EXPERTS
The consolidated financial statements and the related financial statement
schedule incorporated in this prospectus by reference from our Annual Report on
Form 10-K for the year ended December 31, 2003, have been audited by Deloitte &
Touche LLP, an independent registered public accounting firm, as stated in their
report, which is incorporated herein by reference, and have been so incorporated
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
13
ANNEX I
RESCISSION ELECTION FORM
TO BE SUBMITTED PURSUANT TO ELECTION TO RESCIND OR CONTINUE
INVESTMENT IN THE E.W. SCRIPPS COMPANY
To: The E.W. Scripps Company, 312 Walnut Street, 28th Floor, Cincinnati, Ohio
45202.
The undersigned hereby acknowledges receipt of a prospectus (the "Prospectus")
from The E.W. Scripps Company (the "Company"), in which the Company has offered
to persons who purchased shares of the Company's Class A Common Shares through
the Company's Employee Stock Purchase Plan during the period from July 1, 2002,
through July 1, 2004 (the "Applicable Period") the right to rescind or continue
their investment (the "Offer").
In completing this Rescission Election Form, please refer to the document
provided to you by the Company, titled "Employee Stock Purchase Plan Share
Information," which contains detailed information regarding your share purchases
under the Plan, including the number of shares purchased, the dates of purchase
and the purchase price(s) for the shares.
Subject to the terms and conditions of the Offer and the instructions set forth
below, the undersigned hereby elects:
[ ] A. ACCEPTANCE OF RESCISSION OFFER; REQUEST FOR RESCISSION
1. The undersigned hereby irrevocably elects to accept the Offer to rescind
the sale to the undersigned of (check applicable box):
[ ] ALL; or
[ ] PART _______ (fill in number) of Class A Common Shares purchased by
the undersigned during the Applicable Period;
and to receive (i) for all such shares currently owned, an amount equal to
(A) the price paid per share; plus (B) interest at the rate of 10% per
annum from the date of purchase through the expiration of the rescission
offer (except for Kansas residents, where the law requires us to pay at
the rate of 15% per annum) (minus any dividends received on such shares);
and (ii) for all such shares sold prior to the date of the Prospectus, an
amount equal to (A) the price paid per share less the proceeds from the
sale of such shares plus (B) interest at the rate of 10% per annum from
the date of purchase through the expiration date of the rescission offer
(except for Kansas residents, where the law requires us to pay at the
rate of 15% per annum) (minus any dividends received on such shares).
2. The undersigned (check applicable box):
[ ] HAS; or
[ ] HAS NOT;
sold all or a portion of the Class A Common Shares purchased by the
undersigned during the Applicable Period.
A-1
PROVIDE THE FOLLOWING INFORMATION FOR ALL SHARES (INCLUDING SHARES
PREVIOUSLY SOLD) YOU WISH TO RESCIND
SHARE
DATE NUMBER SHARE CERTIFICATE
OF OF CERTIFICATE HELD BY PLAN
PURCHASE SHARES ENCLOSED ADMINISTRATOR
-------- ------ -------- -------------
YES [ ] NO [ ] YES [ ] NO [ ]
YES [ ] NO [ ] YES [ ] NO [ ]
YES [ ] NO [ ] YES [ ] NO [ ]
YES [ ] NO [ ] YES [ ] NO [ ]
YES [ ] NO [ ] YES [ ] NO [ ]
YES [ ] NO [ ] YES [ ] NO [ ]
YES [ ] NO [ ] YES [ ] NO [ ]
YES [ ] NO [ ] YES [ ] NO [ ]
YES [ ] NO [ ] YES [ ] NO [ ]
YES [ ] NO [ ] YES [ ] NO [ ]
TOTAL NUMBER OF SHARES BEING RESCINDED (INCLUDING SHARES PREVIOUSLY SOLD):
PROVIDE THE FOLLOWING INFORMATION ONLY IF YOU HAVE SOLD ALL
OR A PORTION OF YOUR SHARES
DATE OF NUMBER OF AMOUNT OF TYPE OF NAME AND
SALE SHARES CONSIDERATION CONSIDERATION ADDRESS OF
SOLD RECEIVED (IF OTHER THAN ACQUIROR
CASH)
Note: If you have sold Class A Common Shares to a third party prior to the date
hereof in a bona fide transaction, please enclose herewith proof evidencing the
sale. Satisfactory proof of sale may take the form of appropriate documentation
reflecting the sale and the sale price. If the proof of a bona fide sale is not
reasonably satisfactory to the Company, the Company may require additional
proof. In addition, the Company may require evidence that any sale of Class A
Common Shares was a bona fide transfer of such shares.
3. If the undersigned has physical possession of any certificates
representing Class A Common Shares of the Company being rescinded, the
undersigned hereby encloses such certificates duly endorsed for transfer or
accompanied by an assignment separate from the applicable stock certificate in
either case with the signature(s) guaranteed by appropriate officers of a
federally or state charted bank or member firm of the New York Stock Exchange.
4. The undersigned hereby represents that the certificates for all shares
that have been identified above as being held by the plan administrator of the
Company's Employee Stock Purchase Plan (the "Plan Administrator") are not
currently and have never been in the physical possession of the undersigned.
Note: To the extent any such shares held by the Plan Administrator are being
rescinded pursuant to the Offer, the undersigned's signature(s) must be
guaranteed by appropriate officers of a federally or state charted bank or
member firm of the New York Stock Exchange in the space provided on the last
page of this Election Form.
5. Subject to and effective upon receipt of the undersigned's rescission
payment in accordance with the terms of the Offer, the undersigned sells,
assigns and transfers to the order of the Company all right, title and interest
in and to all rescinded shares of the Company's Class A Common Shares as
identified above, and orders the registration of any such shares that are held
by the Plan Administrator transferred to the order of the Company. The
undersigned hereby represents that the undersigned is conveying all interests in
the shares free and clear of all liens and encumbrances of any kind, and that no
such interest has been previously or concurrently transferred in any manner to
any other person or entity.
[ ] B. REJECTION IN WHOLE OR IN PART OF RESCISSION OFFER; AFFIRMATION OF
INTENTION TO RETAIN COMMON STOCK.
A-2
Except as indicated in A. above, the undersigned hereby affirms the
undersigned's intent to retain the Class A Common Shares of the Company acquired
through the Company's Employee Stock Purchase Plan, and elects NOT to accept the
Company's offer to repurchase such shares.
Except as indicated in A. above, the undersigned understands that as a
result of rejecting the Offer, the undersigned will continue to hold the Class A
Common Shares of the Company acquired through the Company's Employee Stock
Purchase Plan.
The undersigned understands and acknowledges that the rejection of the
Offer involves investment risk.
SIGNATURES
THE UNDERSIGNED:
Print name of the undersigned and (a) if
shares are held by a partnership,
corporation, trust or entity, the name
and capacity of the individual signing
on its behalf, and (b) if shares are
held as joint tenants or as community
property, the name(s) of the
co-owner(s).
Dated: ________________________________________
Signature
________________________________________
Tax I.D./Soc. Sec. No.
Dated: ________________________________________
Signature
________________________________________
Tax I.D./Soc. Sec. No.
________________________________________
Residence Address
________________________________________
City, State and Zip Code
________________________________________
Mailing Address (if different from residence)
________________________________________
City, State and Zip Code
GUARANTEE OF SIGNATURES (Required only under the conditions specified in Item 3
or 4 above.)
Dated: ____________ ________________________________________
Authorized Guarantor Signature
________________________________________
Name(s)
________________________________________
Name of Firm
________________________________________
Address of Firm
________________________________________
City, State and Zip Code
________________________________________
Telephone Number
A-3
INSTRUCTIONS TO RESCISSION ELECTION FORM
1. GENERAL. The Rescission Election Form, as well as the accompanying Substitute
Form W-9, should be properly filled in, dated and signed, and should be
delivered to the Company at the address set forth on the first page of the
Rescission Election Form. The method of delivery to the Company is at your
option and risk. We recommend you send the form to us by insured registered
mail, return receipt requested. An addressed envelope is enclosed for your
convenience.
2. SIGNATURES. If the Rescission Election Form is signed by a trustee, executor,
administrator, guardian, officer of a corporation, attorney-in-fact or any other
representative or fiduciary, the person signing must give such person's full
title in such capacity and must forward to the Company appropriate evidence of
authority to act in such capacity. If the rescinded shares have been assigned by
the registered holder, the Rescission Election Form should be signed in exactly
the same form as the name of the last transferee indicated on the books of the
Plan Administrator or indicated in the transfers attached to or endorsed on the
certificates.
3. STOCK CERTIFICATES AND SIGNATURE GUARANTEES.
A. If you have physical possession of any certificates representing Class
A Common Shares being rescinded, such certificates must be enclosed with the
Rescission Election Form, duly endorsed for transfer or accompanied by an
assignment separate from the applicable stock certificate and in either case
with your signature(s) guaranteed by appropriate officers of a federally or
state charted bank or member firm of the New York Stock Exchange.
B. If certificates for the Class A Common Shares of the Company being
rescinded are being held by the Plan Administrator of the Employee Stock
Purchase Plan and are not currently and have never been in your physical
possession, (i) your signature(s) on the last page of the Rescission Election
Form must be guaranteed by appropriate officers of a federally or state charted
bank or member firm of the New York Stock Exchange in the space provided on the
last page of the Rescission Election Form, and (ii) the Plan Administrator will
transfer all such shares to the order of the Company with no further action by
you.
4. PROOF OF SALE. Persons that have already sold shares subject to the Offer
must enclose with the Rescission Election Form proof reasonably satisfactory to
the Company evidencing the bona fide sale of such shares to a third party,
including the purchase price for such shares. Satisfactory proof of the purchase
price of such shares may take the form of a canceled check or a receipt from the
broker, dealer or other person conducting such sale. The purchase price may have
been paid in either cash or property. If the purchase price was paid in
property, the price will be deemed to be the fair market value of such property
at the time of the sale. If the proof of the purchase price is not reasonably
satisfactory to the Company, the Company may require additional proof. In
addition, the Company may require evidence that any sale of such shares was a
bona fide transfer to a third party.
5. TIME IN WHICH TO ELECT. To be effective, a Rescission Election Form, as well
as the accompanying Substitute Form W-9, must be received by the Company no
later than 5:00 p.m. Eastern Standard Time on December , 2004 (the "Expiration
Date").
6. MISCELLANEOUS. In the case of acceptances of the Offer, the Company will
begin mailing and delivering checks for rescission payments within approximately
five business days after the Expiration Date.
7. QUESTIONS. All matters with respect to this Rescission Election Form and the
Offer (including questions relating to the timeliness or effectiveness of any
election) will be determined by the Company, which determination shall be final
and binding. All questions regarding our rescission offer can be directed to
_____________ at (513) 977-3000.
A-4
PAYOR'S NAME: THE E.W. SCRIPPS
COMPANY
PAYEE'S NAME:
SUBSTITUTE PART 1 -- TAXPAYER IDENTIFICATION NUMBER
FORM W-9 -- FOR ALL ACCOUNTS, ENTER YOUR TAXPAYER Social Security Number
IDENTIFICATION NUMBER IN THE BOX AT
DEPARTMENT OF THE TREASURY RIGHT. (FOR MOST INDIVIDUALS, THIS IS OR
INTERNAL REVENUE SERVICE YOUR SOCIAL SECURITY NUMBER.) CERTIFY BY
SIGNING AND DATING BELOW.
PAYOR'S REQUEST FOR TAXPAYER PART 2 -- FOR PAYEES EXEMPT FROM BACKUP Employer Identification Number
IDENTIFICATION NUMBER WITHHOLDING, SEE THE ENCLOSED GUIDELINES
("TIN") AND CERTIFICATION FOR CERTIFICATION OF TAXPAYER Awaiting TIN
IDENTIFICATION NUMBER ON SUBSTITUTE FORM
W-9 AND COMPLETE AS INSTRUCTED THEREIN. [ ]
Certification -- Under penalties of
perjury, I certify that:
(1) The number shown on this form is my
correct Taxpayer Identification Number
(or I am waiting for a number to be
issued to me), and
(2) I am not subject to backup
withholding because (a) I am exempt from
backup withholding, (b) I have not been
notified by the Internal Revenue Service
(the "IRS") that I am subject to backup
withholding as a result of failure to
report all interest of dividends, or (c)
the IRS has notified me that I am no
longer subject to backup withholding,
and
(3) I am a U.S. person (including a U.S.
resident alien).
Certification Instructions -- You must
cross out item (2) above if you have
been notified by the IRS that you are
subject to backup withholding because of
underreporting interest or dividends on
your tax return. However, if after being
notified by the IRS that you were
subject to backup withholding you
received another notification from the
IRS stating that you are no longer
subject to backup withholding, do not
cross out item (2).
Signature Date
__________ _________
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON
SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
A-5
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE
IF YOU MARKED "AWAITING TIN" IN THE SPACE PROVIDED ABOVE
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 28% of all
reportable payments made to me will be withheld and retained until I provide a
taxpayer identification number to the payor and that, if I do not provide my
taxpayer identification number within sixty (60) days, such retained amounts
shall be remitted to the Internal Revenue Service as backup withholding.
Signature Date
_____________________ ____________________________
Name (please print)
____________________________
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE PAYER --
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
GIVE THE NAME AND GIVE THE NAME AND
SOCIAL SECURITY SOCIAL SECURITY
FOR THIS TYPE OF ACCOUNT: NUMBER OF: FOR THIS TYPE OF ACCOUNT: NUMBER OF:
------------------------- ---------- ------------------------- ----------
1. An individual's account The individual 7. Corporate account The corporation
2. Two or more individuals The actual owner of the 8. Religious, charitable, The organization
(joint account) account or, if combined or educational organization
funds, the first account
individual on the
account(1)
3. Custodian account of a The minor(2) 9. Partnership The partnership(5)
minor(Uniform Gift to
Minors Act)
4. a. The usual revocable The grantor trustee(1) 10. Association, club,or The organization
savings trust account other tax exempt
(grantor is also organization
trustee)
b. So called trust The actual owner(1)
account that is not a
legal or valid
trust under State law
5. Sole proprietorship The owner(4) 11. A broker or registered The broker or nominee
account and single- nominee
member limited liability
companies (LLCs)
6. A valid trust, estate, or Legal entity (Do not 12. Account with the The public entity
pension trust furnish the identifying Department of
number of the personal Agriculture in the name
representative or trustee of a public entity (such
unless the legal entity as a State or local
itself is not designated government, school
in the account title.)(3) district, or prison)
that receives
agricultural program
payments
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(1) List first and circle the name of the person whose number you furnish.
(2) Circle the minor's name and furnish the minor's social security number.
(3) List first and circle the name of the legal trust, estate, or pension
trust.
(4) You must show your individual name, but you may also enter your business
or "doing business" name. You may use either your Social Security number
or your Employer Identification number.
(5) This also applies to LLCs with at least two members.
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a taxpayer identification number, obtain Internal Revenue
Service Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at your local office of the Social Security
Administration or the Internal Revenue Service (the "IRS") and apply for a
number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees generally exempted from backup withholding on ALL payments include the
following:
(1) A corporation.
(2) A financial institution.
(3) An organization exempt from tax under Section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), an individual retirement plan or
a custodial account under Section 403(b)(7) of the Code if the account satisfies
the requirements of Section 401(f)(2) of the Code.
(4) The United States or any agency or instrumentality thereof.
(5) A State, the District of Columbia, a possession of the United States,
or any political subdivision or instrumentality thereof.
(6) A foreign government, a political subdivision of a foreign government,
or any agency or instrumentality thereof.
(7) An international organization or any agency, or instrumentality
thereof.
(8) A registered dealer in securities or commodities required to register
in the U.S. or a possession of the U.S.
(9) A real estate investment trust.
(10) A common trust fund operated by a bank under Section 584(a) of the
Code.
(11) An entity registered at all times under the Investment Company Act of
1940.
(12) A foreign central bank of issue.
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Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
- Payments to nonresident aliens subject to withholding under Section 1441
of the Code.
- Payments to partnerships not engaged in a trade or business in the U.S.
and which have at least one nonresident partner.
- Payments of patronage dividends where the amount received is not paid in
money.
- Payments made by certain foreign organizations.
- Section 404(k) distributions made by an ESOP.
Payments of interest not generally subject to backup withholding include the
following:
- Payments of interest on obligations issued by individuals. Note: You may
be subject to backup withholding if this interest is $600 or more and is
paid in the course of the payer's trade or business and you have not
provided your correct taxpayer identification number to the payer.
- Payments of tax-exempt interest (including exempt-interest dividends
under Section 852 of the Code).
- Payments described in Section 6049(b)(5) of the Code to nonresident
aliens.
- Payments on tax-free covenant bonds under Section 1451 of the Code.
- Payments made by certain foreign organizations.
An exempt payee should enter its name, check the box indicating "Exempt from
backup withholding," sign and date the form. IF YOU ARE A NONRESIDENT ALIEN OR A
FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER THE
APPROPRIATE COMPLETED INTERNAL REVENUE FORM W-8.
Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under Sections 6041, 6041A, 6042,
6044, 6045, 6049, 6050A and 6050N.
PRIVACY ACT NOTICE -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to the IRS. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax returns.
Payers must be given the numbers whether or not recipients are required to file
tax returns. Payers must generally withhold 30% of taxable interest, dividend,
and certain other payments to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -- If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Falsifying certifications or
affirmations may subject you to criminal penalties including fines and/or
imprisonment.
FOR ADDITIONAL INFORMATION CONTACT
YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various costs and expenses we expect to
incur in connection with the rescission offer described in this Registration
Statement. Except for the Commission registration fee, all expenses are
estimated:
SEC Registration Fee $ 702
Accounting Fees and Expenses 5,000
Legal Fees and Expenses 50,000
Printing, Engraving and Mailing Expenses 7,000
Miscellaneous 300
--------
Total Expenses $ 63,002
========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 1701.13 of the Ohio Revised Code grants corporations the power to
indemnify their directors and officers in accordance with the provisions set
forth therein. Our Articles of Incorporation provide for indemnification of our
directors and officers to the extent set forth therein.
ITEM 16. EXHIBITS
The following exhibits are filed or incorporated by reference as part of
this Registration Statement:
4.1 Articles of Incorporation of the Company(1)
4.2 Code of Regulations of the Company(2)
5 Opinion of Baker & Hostetler LLP
23.1 Consent of Baker & Hostetler LLP (included in Exhibit 5)
23.2 Consent of Deloitte & Touche LLP
24.2 Power of Attorney by all directors and certain officers of the Company
99.1 Employee Stock Purchase Plan(3)
(1) Incorporated by reference to Current Report on Form 8-K dated July 21, 2004.
(2) Incorporated by reference to Registration Statement on Form 10 (File No.
1-11969).
(3) Incorporated by reference to Registration Statement on Form S-8 (File No.
333-40767).
ITEM 17. UNDERTAKINGS
(a) 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:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in the volume and price represent no more than a twenty percent (20%)
change in the maximum aggregate offering price set forth on the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) 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; provided,
however, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above
do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
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filed by the Company pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of our
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of any employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to our directors, officers, and
controlling persons pursuant to the provisions described under Item 15 above or
otherwise, we have been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by us of expenses incurred or
paid by a director, officer or controlling person of us 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, we
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 Securities Act of 1933 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The E.W.
Scripps Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 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 November 2, 2004.
THE E.W. SCRIPPS COMPANY
By: /s/ Joseph G. NeCastro
----------------------
Joseph G. NeCastro
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the Registrant in the capacities indicated, on November 2, 2004.
SIGNATURE TITLE
* Chairman of the Board
___________________________
William R. Burleigh
* President, Chief Executive Officer and
___________________________ Director (Principal Executive Officer)
Kenneth W. Lowe
Senior Vice President and Chief Financial
___________________________ Officer (Principal Financial and
Joseph G. NeCastro Accounting Officer)
* Director
___________________________
John H. Burlingame
* Director
___________________________
Jarl Mohn
* Director
___________________________
Nicholas B. Paumgarten
* Director
___________________________
Nackey E. Scagliotti
* Director
___________________________
Jeffrey Sagansky
S-1
* Director
________________________________
Edward W. Scripps
* Director
________________________________
Paul K. Scripps
* Director
________________________________
Ronald W. Tysoe
* Director
________________________________
Julie A. Wrigley
* Director
________________________________
David A. Galloway
*Joseph G. NeCastro, by signing his name hereto, does sign this Registration
Statement on behalf of the persons indicated above pursuant to the powers of
attorney duly executed by such persons and filed as one or more Exhibits to this
Registration Statement.
By: /s/ Joseph G. NeCastro
----------------------
Joseph G. NeCastro
Attorney-in-Fact
S-2