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| 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) |
October 5, 2004 |
| THE E.W. SCRIPPS COMPANY |
| (Exact name of registrant as specified in its charter) |
| Ohio | 0-16914 | 31-1223339 | ||
| (State or other jurisdiction of incorporation ) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 312 Walnut Street Cincinnati, Ohio | 45202 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (513) 977-3000 |
| Not Applicable |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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INDEX TO CURRENT REPORT ON FORM 8-K
| Item No. |
Page | |||
| 8.01. | Other Events | 3 |
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On August 31, 2004, we released information announcing that, effective December 31, 2004, Stephen W. Sullivan will retire as Vice President/Newspaper Operations. A copy of the press release is filed as Exhibit 99.01.
On October 5, 2004, we released information announcing that, effective December 31, 2004, Alan M. Horton will retire from his role as Senior Vice President /Newspapers and that Richard A. Boehne, Executive Vice President of Scripps, will be responsible for the day-to-day management of the newspaper division. A copy of the press release is filed as Exhibit 99.02.
Item 9.01. Financial Statements and Exhibits
| (c) | Exhibits |
| 99.01 | Press release dated August 31, 2004. | |
| 99.02 | Press release dated October 5, 2004. | |
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SIGNATURES
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/ Joseph G. NeCastro | |
| Joseph G. NeCastro | ||
| Senior Vice President and Chief Financial Officer | ||
Dated: October 8, 2004
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Exhibit 99.01
PRESS RELEASE
Scripps newspaper operations VP to cap 34-year career at year’s end
Sullivan announces retirement; search for successor begins
| For immediate release |
(NYSE: SSP) | |
| Aug. 31, 2004 |
CINCINNATI – Stephen W. Sullivan, a distinguished newspaper publishing executive who for the past seven years has served as a key member of The E. W. Scripps Company’s senior newspaper management team, will retire as vice president of newspaper operations, effective Dec. 31.
Sullivan, 58, will cap a stellar career in newspaper publishing that began 34 years ago when he was hired out of college to sell advertising for the Corpus Christi (Texas) Caller-Times. Sullivan worked most of his career in his home state of Texas, rising steadily through the ranks of newspaper management and earning a reputation as an active and enthusiastic community leader in Corpus Christi.
Scripps has begun a search for Sullivan’s successor that will include candidates from both inside and outside the company. Sullivan will participate in the search and will actively assist in the transition to new leadership.
“Steve Sullivan is a savvy and creative executive who has successfully guided Scripps newspapers at a time of unprecedented change for the newspaper industry and the media as a whole,” said Alan M. Horton, senior vice president of newspapers for Scripps. “Media consumers today have more options than ever before, which means our newspapers have to stand out from the crowd to succeed. Thanks to Steve’s top-notch leadership, Scripps newspapers have strengthened their positions as leading local media franchises. Our newspapers are financially strong and well-positioned to capitalize on growth opportunities for years to come.”
Horton said that to Scripps publishers and to the corporate staff, Sullivan is “way more than a good boss. He also is a valued friend, and a mentor. I have a profound respect for him as an executive and as a human being.”
Sullivan was named vice president of newspaper operations at Scripps in August 2000. He joined the company in 1997 when Scripps acquired Harte-Hanks Newspapers, including the Caller-Times. Sullivan was president of Harte-Hanks Newspapers and president and publisher of the Caller-Times at the time of the acquisition. He had been president and publisher of the Caller-Times since 1987.
Between 1997 and 2000, Sullivan continued as president and publisher of the Caller-Times and was appointed a vice president in the Scripps newspaper division, with oversight responsibility for the former Harte-Hanks papers. He also was given the added responsibility of overseeing operations of the Scripps newspapers in California and Washington state.
“During the past few years, we’ve made great strides strengthening the competitive position of each of our newspapers in their respective local markets,” Sullivan said. “We’ve added new and innovative products that capitalize on the goodwill and near universal recognition that our newspapers enjoy. And, we’ve assembled an exceptionally strong and talented group of publishers to guide these businesses forward. I leave confident in knowing that the Scripps newspaper group is fundamentally strong and poised to capitalize on economic growth.”
Sullivan is a graduate of East Texas State University. His involvement in the Corpus Christi community included serving as chairman of the Chamber of Commerce, chairman of the Economic Development Board and chairman of the Texas State Aquarium. He also served as chairman of the Christus Spohn Health System and the University of Texas College of Communications Advisory Board.
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Since being asked by Scripps to take on his current leadership role four years ago, Sullivan and his wife Janis have maintained residences in both Northern Kentucky and Rockport, Texas. The Sullivans plan to relocate their primary residence to the metropolitan Dallas area by the end of the year.
The E.W. Scripps Company is a diverse media concern with interests in newspaper publishing, broadcast television, national television networks, interactive media and television retailing. Scripps operates 21 daily newspapers, 15 broadcast TV stations, four cable and satellite television programming networks and a television retailing network. All of the company’s media businesses provide content and advertising services via the Internet.
Scripps Networks brands include Home & Garden Television, Food Network, DIY — Do It Yourself Network and Fine Living. HGTV reaches about 85 million U.S. television households and Food Network can be seen in about 84 million households. Scripps Networks Web sites include FoodNetwork.com, HGTV.com, DIYnetwork.com and fineliving.com. Scripps Networks programming can be seen in 86 countries.
The company’s television retailing subsidiary, Shop At Home Network, markets a growing range of consumer goods directly to television viewers and visitors to the Shop At Home Web site, shopathometv.com. Shop At Home reaches about 50 million full-time equivalent U.S. households, including 5 million households via five Scripps owned, Shop At Home affiliated broadcast television stations.
Scripps also operates Scripps Howard News Service and United Media, which is the worldwide licensing and syndication home of PEANUTS and DILBERT.
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Contact: Mark Kroeger, The E. W. Scripps Company, 513.977.3827
Email: mwkroeger@scripps.com
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Exhibit 99.02
PRESS RELEASE
Horton to retire as senior v.p. of Scripps newspaper group
Boehne, Scripps executive v.p., to head up newspapers
| For immediate release |
(NYSE: SSP) | |
| Oct. 5, 2004 |
CINCINNATI – Alan M. Horton, who for more than a decade has guided The E. W. Scripps Company’s daily and community newspapers through a period of unprecedented and rapid change in the media industry, will retire from his role as senior vice president of Scripps newspapers, effective Dec. 31.
Horton will cap a newspaper career that began in 1965 when, fresh out of Yale University, he took a job with Scripps as a reporter for The Cincinnati Post. Horton, 61, spent all but five of the next 40 years with Scripps as a prize-winning reporter, Washington D.C. correspondent, editor, publisher, electronic publishing pioneer and newspaper management executive.
“If he could have hit a curve ball, Alan Horton’s career might have taken him from playing at Yale to the Reds or Yankees,” said William R. Burleigh, chairman of The E. W. Scripps Company. “However, it was Scripps’ good fortune that he became a big leaguer for us instead. In the course of his long and distinguished tenure, he has managed to hit every pitch thrown his way and to find a sure place in the record books. From Pentagon reporter to newspaper editor to corporate executive, Alan has served the company with high ideals and soaring talent. He’s earned his place in our Hall of Fame.”
Richard A. Boehne, 48, executive vice president of Scripps, will be responsible for day-to-day management of the newspaper division following Horton’s retirement.
Horton was named senior vice president of newspapers for Scripps in 1994 after serving three years as vice president of newspaper operations. During his tenure as senior vice president of newspapers, Scripps:
| • | Added four newspapers in Texas, including the Corpus Christi Caller-Times, and one in South Carolina through the 1997 acquisition of Harte-Hanks Newspapers. |
| • | Formed a small cluster with the Evansville (Ind.) Courier & Press by buying The Gleaner in Henderson, Ky., and a nearby weekly. |
| • | Added to its Southwest Florida cluster, anchored by the Naples Daily News, by buying the weekly Marco Island Eagle. |
| • | Strengthened its newspaper presence along Florida’s Treasure Coast by acquiring the Vero Beach Press-Journal and The Tribune in Fort Pierce. The Press-Journal and The Tribune are now part of a regional cluster of daily and community newspapers anchored by The Stuart News. |
| • | Preserved for the next 50 years the independent editorial voice of the Scripps-owned Rocky Mountain News in Denver by successfully forming a 50-50 joint operating agreement with The Denver Post and its parent company, MediaNews Group. |
| • | Twice won the Pulitzer Prize at the Rocky Mountain News. |
| • | Strengthened the company’s presence in Colorado’s Rocky Mountain region through the acquisition of the Daily Camera in Boulder. |
| • | Developed Internet businesses at all of the company’s newspapers that offer a full range of news, information and advertising services. Scripps newspaper Web sites have been profitable since 2001. |
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“Alan Horton is one of those rare individuals who excels at turning challenges into opportunities,” said Kenneth W. Lowe, president and chief executive officer of Scripps. “He was a newspaper futurist long before it was vogue, embracing change and serving as one of the industry’s earliest electronic publishing pioneers. He has been unwavering in his commitment to the highest standards of journalistic excellence and he’s mastered an easy, collaborative style of leadership that made him as much a mentor as a manager. His legacy is the contemporary strength of the Scripps newspaper group and the promise they hold for future growth.”
After graduating from Yale in 1965, Horton spent the next 18 years rising through the reporting ranks at Scripps, first as a reporter at The Post and The Cleveland Press, and later in Washington where he was correspondent for three Scripps newspapers and then a national correspondent for the Scripps Howard News Service.
In 1978, Horton left Scripps to accept his first newspaper management position as editor of The Shelbyville (Ind.) News, which was named the state’s Blue Ribbon paper during his tenure. He returned to Scripps in 1983 as managing editor of The Evansville (Ind.) Press. The next year he was appointed general manager of a Scripps and Knight Ridder joint venture in Pittsburgh that experimented with the electronic delivery of information via personal computer.
In 1986 Horton moved to Los Angeles as publisher of 24 non-daily newspapers, which Scripps sold the following year. In 1987 he was named editor of the Naples Daily News which was cited as one of the country’s best 10 newspapers under-50,000 circulation. He was promoted to the corporate staff in 1991.
Horton has been active in industry associations, serving eight years on the Newspaper Association of America’s board, and once chairing the American Society of Newspaper Editors Ethics Committee. He still chairs the NAA’s Industry Development (Horizon Watching) committee, and is a member of the American Press Institute’s board.
“I don’t feel my age and I still love what I do, but I’ve been doing my current job for almost 11 years,” Horton said. “It’s time for someone to take a fresh look at how our newspapers do their thing. And it’s definitely time for me to find ways to give back and enjoy my grandchildren.”
Horton said, “I’ve operated on the theory that the most important things someone in my position can do are to select the best possible editors and publishers, to engender a culture that starts with a willingness to listen to readers and advertisers and then to embrace change. Along the way, I’ve done a fair amount of preaching about people and culture, about producing quality products with edge and personality and about delivering response for advertisers.”
“With the exception of several talented executives who came with acquisitions, I’ve had the final say on the promotions that put our editors and publishers in their current positions,” Horton said. “I’m very proud of each and every Scripps publisher and editor. I’m biased, but I believe the Scripps Newspapers never had more able leaders.”
Boehne, Horton’s successor as head of the Scripps newspaper division, has been executive vice president of Scripps since 1999. He oversees the company’s daily operations and spearheads strategic initiatives, which he will continue to do in addition to heading the newspaper division. He was the company’s vice president for communications and investor relations from 1995-99.
“Alan’s retirement leaves some very big shoes to fill,” Lowe said. “Fortunately, we’re blessed with deep bench strength at Scripps and, in Rich Boehne, we have an executive of the highest caliber at the ready to take the reins of our newspaper division. Rich’s background as a newspaper reporter and editor, combined with the invaluable role he plays as a member of the company’s senior management team, makes him particularly well suited to take on this important assignment.”
Boehne joined the corporate staff in 1988 as manager of corporate communications, just prior to the company’s initial public stock offering. He was promoted to director of corporate communications and investor relations in 1989.
Boehne began his media career in newspapers. Before joining the Scripps corporate staff, he was a business reporter and editor at The Cincinnati Post, where he covered Wall Street and national economic trends. Prior to the Post, he held various reporting and management positions with a variety of publications.
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About Scripps
The E.W. Scripps Company is 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 the company’s media businesses provide content and advertising services via the Internet.
Scripps is organized into the following operating divisions.
Scripps Networks, which includes the company’s growing portfolio of popular lifestyle television networks. Scripps Networks brands include Home & Garden Television, Food Network, DIY — Do It Yourself Network and Fine Living. Scripps Networks Web sites include FoodNetwork.com, HGTV.com, DIYnetwork.com and fineliving.com. Scripps Networks programming can be seen in 86 countries.
Scripps Newspapers, including daily and community newspapers in 17 markets and the Washington-based Scripps Media Center, home to the Scripps Howard News Service. Scripps newspapers include the Rocky Mountain News in Denver, the Commercial Appeal in Memphis, the Knoxville (Tenn.) News-Sentinel and the Ventura County (Calif.) Star.
Scripps Television Station Group, including six ABC-affiliated stations, three NBC affiliates and one independent. Scripps operates broadcast television stations in Detroit, Cleveland, Cincinnati, Phoenix, Tampa, Baltimore, Kansas City, Mo., West Palm Beach, Fla., Tulsa, Okla., and Lawrence, Kan.
Shop At Home Network, the company’s television retailing subsidiary, which markets a growing range of consumer goods directly to television viewers and visitors to the Shop At Home Web site, shopathometv.com. Shop At Home reaches about 51 million full-time equivalent U.S. households, including 5 million households via five Scripps-owned Shop At Home affiliated television stations.
United Media, a leading licensing and syndication company. United Media is the worldwide licensing and syndication home of Peanuts, Dilbert, For Better or For Worse and about 150 other features and characters.
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Contact: Tim Stautberg, The E. W. Scripps Company, 513.977.3826
Email: Stautberg@scripps.com
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