SECURITIES AND EXCHANGE COMMISSION FORM 10-12B/A Initial general form for registration of a class of securities pursuant to Section 12(b) [amend] Filing Date: 1996-10-16 SEC Accession No. 0000880937-96-000017 (HTML Version on secdatabase.com) FILER SCRIPPS HOWARD INC Mailing Address Business Address PO BOX 5380 P O BOX 5380 CIK:880937| IRS No.: 311223339 | State of Incorp.:OH | Fiscal Year End: 1231 CINCINNATI OH 45201 SUITE 2800 Type: 10-12B/A | Act: 34 | File No.: 001-11969 | Film No.: 96644195 CINCINNATI OH 45201 SIC: 2711 Newspapers: publishing or publishing & printing 5139773000 Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10/A3 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities and Exchange Act of 1934 Commission File Number ______________ SCRIPPS HOWARD, INC. (name to be changed to 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 Securities to be registered pursuant to the Section 12(b) of the Act: Title of each class Name of each exchange to be so registered on which each class is to be registered Class A Common Shares, $.01 par value New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: Not applicable INDEX TO FORM 10 REGISTRATION STATEMENT Item No. Page 1. Business Newspapers 4 Broadcast Television 7 Entertainment 10 Employees 11 2. Financial Information 11 3. Properties 11 4. Security Ownership of Certain Beneficial Owners and Management 12 5. Directors and Executive Officers 16 6. Executive Compensation 19 7. Certain Relationships and Related Transactions 27 8. Legal Proceedings 29 9. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters 30 10. Recent Sales of Unregistered Securities 30 11. Description of Registrant's Securities to be Registered 30 12. Indemnification of Directors and Officers 34 13. Financial Statements and Supplementary Data 34 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 34 15. Financial Statements and Exhibits 35 ITEM 1. BUSINESS Scripps Howard, Inc. ("SHI") was formed on December 31, 1987 and is a wholly-owned subsidiary of The E. W. Scripps Company ("Scripps"). SHI is a direct or indirect parent of all of Scripps' operations. On October 28, 1995, Scripps and Comcast Corporation ("Comcast") reached an agreement pursuant to which Scripps will contribute all of its non-cable television assets to SHI and SHI's cable television system subsidiaries ("Scripps Cable") will be transferred to and held directly by Scripps. Scripps Cable will be acquired by Comcast through a tax-free merger (the "Merger") of Scripps into Comcast. The remaining SHI business will continue as "New Scripps", which will be distributed in a tax-free "spin-off" to Scripps shareholders (the "Spin-Off") prior to the Merger and thereafter renamed The E.W. Scripps Company. The Merger and Spin-off are collectively referred to as the "Transactions." In connection with the Transactions, New Scripps has been recapitalized to include Common Voting Shares and Class A Common Shares and the Articles of Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Incorporation of New Scripps have been further amended to provide for substantially the same shareholder voting rights and other terms as the Scripps Certificate of Incorporation currently provides for. Prior to the Spin-Off New Scripps will issue to Scripps: (i) a number of New Scripps Common Voting Shares equal to the number of shares of Scripps Common Voting Stock then outstanding and (ii) a number of New Scripps Class A Common Shares equal to the number of shares of Scripps Class A Common Stock then outstanding. These shares will be distributed to Scripps' shareholders in the Spin-Off. The closing of the Transactions is expected to occur prior to the end of 1996, subject to certain conditions and rights, including termination and "top-up" rights described fully in the Joint Proxy Statement - Prospectus included in Comcast's registration statememt on Form S-4 filed with the Securities and Exchange Commission and declared effective on September 30, 1996. All information herein assumes consummation of the Transactions. Scripps' historical basis in its assets and liabilities will be carried over to New Scripps. The Transactions will be recorded as a reverse-spin transaction, and accordingly New Scripps' results of operations for periods prior to the consummation of the Transactions will be identical to the historical results previously reported by Scripps. Because Scripps Cable represents an entire business segment that will be divested, its results are reported as "discontinued operations" for all periods presented. Results of the remaining business segments, including results for divested operating units within these segments through their dates of sale, are reported as "continuing operations." Management of New Scripps intends to continue to pay the same quarterly dividend per share as Scripps. Future dividends will, however, be subject to New Scripps' earnings, financial condition, and capital requirements. Newspapers General - New Scripps publishes daily newspapers in sixteen markets, acquiring the Vero Beach, Florida, daily newspaper in May 1996 for $120 million. From its Washington bureau New Scripps operates the Scripps Howard News Service, a supplemental wire service covering stories in the capital, other parts of the United States, and abroad. New Scripps acquired or divested the following newspaper operations in the five years ended December 31, 1995: 1995 - Divested the Watsonville, California, daily newspaper. 1993 - Divested the Tulare, California, and San Juan, Puerto Rico newspapers. 1992 - Acquired three daily newspapers in California. Divested The Pittsburgh Press. Revenues - New Scripps' newspaper operating revenues for the five years ended December 31, 1995 are as follows: <TABLE> <CAPTION> ( in thousands ) 1995 1994 1993 1992 1991 <S> <C> <C> <C> <C> <C> Newspaper advertising: Local ROP $ 197,235 $ 190,147 $ 177,028 $ 168,286 $ 165,900 Classified ROP 179,694 161,835 141,994 122,081 118,641 National ROP 16,354 15,595 11,999 12,094 12,438 Preprint 68,645 63,103 57,304 50,720 45,729 Total newspaper advertising 461,928 430,680 388,325 353,181 342,708 Circulation 125,304 116,117 112,393 102,679 98,126 Joint operating agency distributions 43,863 44,151 38,647 40,018 36,647 Other 9,009 8,274 8,815 8,971 7,840 Total 640,104 599,222 548,180 504,849 485,321 Divested newspapers 294 3,716 19,874 103,838 205,565 Total newspaper operating revenues $ 640,398 $ 602,938 $ 568,054 $ 608,687 $ 690,886 </TABLE> New Scripps' newspaper operating revenues are derived primarily from advertising and circulation. Advertising rates and revenues vary among New Scripps' newspapers depending on circulation, type of advertising, local market conditions, and competition. Advertising revenues are derived from run-of-paper ("ROP") advertisements included with news stories in the body of the newspaper and from preprinted advertisements that are generally produced by advertisers and inserted into the newspaper. Copyright © 2012 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ROP is further broken down among "local," "classified," and "national" advertising. Local refers to advertising that is not in the classified advertising section and is purchased by in-market advertisers. Classified refers to advertising in the section of the newspaper that is grouped by type of advertising, e.g., automotive and help wanted. National refers to advertising purchased by businesses that operate beyond the local market and purchase advertising from many newspapers, primarily through advertising agencies. A given volume of ROP advertisements is generally more profitable to New Scripps than the same volume of preprinted advertisements. Advertising revenues vary through the year, with the first and third quarters generally having lower revenues than the second and fourth quarters. Advertising rates and volume are highest on Sundays, primarily because circulation and readership is greatest on Sundays. Advertising information for New Scripps' newspapers is as follows (excluding divested newspapers): <TABLE> <CAPTION> ( in thousands ) 1995 1994 1993 1992 1991 <S> <C> <C> <C> <C> <C> Newspaper advertising inches: Local 6,810 6,941 6,618 7,016 7,247 Classified 6,704 6,576 6,080 5,438 5,446 National 338 319 283 310 372 Total full-run advertising inches 13,852 13,836 12,981 12,764 13,065 </TABLE> Previously reported classified advertising inches have been restated to report classified advertising inches as Standard Advertising Units ("SAU", calculated on a 6 column page instead of a 10 column page). Circulation revenues are derived from home delivery sales of newspapers to subscribers and from single-copy sales made through retail outlets and vending machines. Circulation information for New Scripps' newspapers is as follows: <TABLE> <CAPTION> ( in thousands ) (1) Morning (M) Newspaper Evening (E)