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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) June 3, 2008
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 or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 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 | |
| 3 | ||
| 3 | ||
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The E.W. Scripps Company (the “Company”) will separate into two publicly traded companies effective July 1, 2008. On June 3, 2008, we released information providing second-half 2008 financial forecasts for the respective businesses that will be operated by the two enterprises following completion of the separation transaction. A copy of the press release is filed as Exhibit 99.01.
The press release contains certain forward-looking statements related to our businesses, including the proposed separation plan, 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’ tastes; 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.
Item 9.01 Financial Statements and Exhibits
| (c) | Exhibits |
99.01 Press release dated June 3, 2008.
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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/ Anatolio B. Cruz III | |
| Anatolio B. Cruz III | ||
| Executive Vice President and General Counsel | ||
Dated: June 4, 2008
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| PRESS RELEASE | EXHIBIT 99.01 |
Scripps provides operating forecasts for two post-separation companies
For immediate release (NYSE: SSP)
June 3, 2008
CINCINNATI – The E. W. Scripps Company, which will separate into two publicly traded companies effective July 1, has provided second-half 2008 financial forecasts for the respective businesses that will be operated by the two enterprises following completion of the transaction.
When the separation is complete, The E. W. Scripps Company will continue to operate newspapers in 15 markets from coast-to-coast; 10 broadcast television stations that are concentrated in Top 50 U.S. markets, and United Media, the licensing and syndication home of the Peanuts and Dilbert comic strips and 150 other creative properties.
The new company that is being created in the separation — Scripps Networks Interactive Inc. — will operate lifestyle television networks HGTV, Food Network, DIY Network, Fine Living Network and Great American Country, and their associated Web sites. Scripps Networks Interactive also will operate online comparison shopping services, Shopzilla and uSwitch.
THE E. W. SCRIPPS COMPANY
The financial forecast for The E.W. Scripps Company during the second half of 2008 is as follows:
Total newspaper revenues are expected to be down 8 to 10 percent compared with the prior-year period, reflecting continued industry-wide weakness in local retail and classified advertising sales, particularly in the company’s California and Florida markets. Total newspaper expenses are expected to be flat with the prior-year period.
Total television station revenues are expected to be up 16 to 18 percent, primarily due to anticipated increases in political advertising associated with the general election in November. Political advertising revenue is projected to be $38 million during the second half of the year. Total expenses are expected to be up about 4 percent.
Licensing and other media, primarily United Media, is expected to generate about $6 million in segment profit during the second half of 2008.
Other items
| • | Corporate expense: $20 to $23 million, excluding separation-related costs |
| • | Net debt: Approximately $50 million on July 1 |
| • | Capital expenditures: $45 million |
| • | Tax rate: 38 percent |
| • | Quarterly dividend: Expected initially to be set at about 6.5 cents per share on approximately 163 million shares outstanding. |
Goodwill currently recorded on the balance sheet of The E. W Scripps Company totals $1 billion, of which $800 million is allocated to the newspaper segment. The company will continue to test goodwill for impairment annually during the fourth quarter. However, an earlier test may be required if circumstances indicate that it is more likely than not that the fair value of a reporting unit is less than its book value. With respect to our newspaper reporting unit, those circumstances include, among other things, market valuations of publicly traded newspaper companies and valuations indicated by private sales of newspaper assets.
SCRIPPS NETWORKS INTERACTIVE INC.
The financial forecast for Scripps Networks Interactive during the second half of 2008 is as follows:
Total Scripps Networks revenues are expected to increase by a mid- to high-single digit percentage during the second half of the year. Total revenue growth for the full year 2008 is expected to reach the upper end of the company’s previously issued full-year guidance of 8 to 10 percent growth. Growth in total expenses for Scripps Networks is expected to be in line with revenue growth.
Segment profit for the company’s online comparison shopping services, Shopzilla and uSwitch, is expected to be $35 to $38 million in the second half of the year.
Other items
| • | Corporate expense: $20 to $23 million, excluding separation-related costs |
| • | Minority interest: $44 to $45 million |
| • | Net debt: Approximately $375 million on July 1 |
| • | Capital expenditures: $50 million |
| • | Tax rate: 33 to 34 percent |
| • | Quarterly dividend: Expected initially to be set at about 7.5 cents per share on approximately 163 million shares outstanding. |
ABOUT THE TRANSACTION
The E. W. Scripps Company’s board of directors in October 2007 authorized management to pursue a separation of Scripps into two companies, one focused on national and global lifestyle media and interactive services and the other on market-leading local media franchises.
The separation will take the form of a tax-free distribution of stock to Scripps shareholders in Scripps Networks Interactive Inc. Post-transaction, Scripps shareholders will continue to own stock in both companies.
Completion of the transaction is pending a determination by the Securities and Exchange Commission as to the effectiveness of the new company’s Form 10 information statement. Scripps is responding to a second round of preliminary comments that were received from the SEC in May.
The transaction also requires the approval of The E. W. Scripps Company’s controlling class of shareholders, who will vote on the issue at the company’s annual shareholders meeting on June 13. There is no public market for the controlling Common Voting Shares. Ohio law does not require a vote on the transaction by holders of the company’s publicly traded Class A Common Shares.
If approved, all shareholders of record (as of June 16) will receive one share of Scripps Networks Interactive stock on July 1 for each share of stock they own in The E. W. Scripps Company.
The Scripps board of directors also approved a one-for-three reverse stock split for shares in The E. W. Scripps Company that will take effect on July 16, pending shareholder approval.
The reverse stock split applies only to shares in The E. W. Scripps Company, which will continue to be traded on the New York Stock Exchange under the symbol SSP. The proposed reverse stock split requires approval of both Class A and Common Voting shareholders, who will vote on the matter during a special shareholders meeting on July 15. If approved, all Scripps shareholders will be deemed to own one share of SSP for each three that they own on July 15. The reverse stock split would become effective July 16.
FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking statements related to the company’s businesses, including the proposed separation plan, that are based on management’s current expectations. Forward-looking statements are subject to certain risks, trends and uncertainties, including changes in advertising demand and other economic conditions that could cause actual results to differ materially from the expectations expressed in forward-looking statements. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. The company’s written policy on forward-looking statements can be found on page F-5 of its 2007 SEC Form 10K.
We undertake no obligation to publicly update any forward-looking statements to reflect events or circumstances after the date the statement is made.
ABOUT SCRIPPS
The E. W. Scripps Company (www.scripps.com) is a diverse and growing media enterprise with interests in national cable networks, newspaper publishing, broadcast television stations, interactive media, and licensing and syndication.
The company’s portfolio of media properties includes: Scripps Networks, with such brands as HGTV, Food Network, DIY Network, Fine Living and Great American Country; daily and community newspapers in 15 markets and the Washington-based Scripps Media Center, home to the Scripps Howard News Service; 10 broadcast TV stations, including six ABC-affiliated stations, three NBC affiliates and one independent; Scripps Interactive Media, including leading online search and comparison shopping services, Shopzilla and uSwitch; and United Media, a leading worldwide licensing and syndication company that is the home of PEANUTS, DILBERT and approximately 150 other features and comics.
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Contact: Tim Stautberg, The E. W. Scripps Company, 513-977-3826
Email: stautberg@scripps.com