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SNI > SEC Filings for SNI > Form 8-K on 22-Oct-2012All Recent SEC Filings

Show all filings for SCRIPPS NETWORKS INTERACTIVE, INC.

Form 8-K for SCRIPPS NETWORKS INTERACTIVE, INC.


22-Oct-2012

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

The Edward W. Scripps Trust (the "Trust"), which has controlled Scripps Networks Interactive, Inc. (NYSE: SNI) (the "Company") since it became an independent publicly traded company in 2008, ended on October 18, 2012 upon the death of Robert P. Scripps, a grandson of the founder. He was the last of Edward W. Scripps' descendants upon whom the duration of the Trust was based.

All of the assets of the Trust, including Class A Common Shares and Common Voting Shares of Scripps Networks Interactive, will be distributed to certain descendants of E. W. Scripps.

As of Sept. 30, 2012, the Trust owned 28.4 percent of the Company's outstanding 115.5 million Class A Common Shares and 93.5 percent of the outstanding 34.3 million Common Voting Shares. Together those shares represent 43 percent of the economic interest in the Company.

Certain surviving Trust beneficiaries, and certain members of the John P. Scripps family and trusts for their benefit, are signatories to an agreement that governs the transfer of Common Voting Shares. The agreement, known as the Scripps Family Agreement, becomes effective with the Trust's termination. Upon distribution, shares held under the agreement will represent approximately 98.5 percent of the Common Voting shares.

The Scripps Family Agreement also sets forth a process for the family to vote its shares on Company matters, including the election of directors. Two of Edward W. Scripps' great-grandchildren, Nackey E. Scagliotti and Mary M. Peirce, currently serve as directors of the Company.

The distribution of the Trust's assets will occur following customary legal proceedings. Until such distribution, the Trust will be the record holder of the shares referenced herein.

In 2011, the Trustees of the Trust filed a Petition for Instructions and Declaratory Relief with an Ohio Probate Court that seeks (i) to prepare for the administration of the Trust following its eventual termination, (ii) to determine the identities of named beneficiaries and the identities of others who may be entitled to distributions from the Trust, (iii) to authorize, subject to clause (iv) below, the Trustees to continue the investment and management of the Trust's assets during the period between Trust termination and final distribution of assets ("winding-up period"), (iv) to authorize the Trustees to vote the Common Voting Shares of the Company during the winding-up period in accordance with the procedures set forth in the Scripps Family Agreement and
(v) to confirm the Trustees' views on a number of other issues. The Petition was filed under seal in accordance with Ohio court rules, and the parties to the action are bound by a protective order issued by the Court that limits disclosure with respect to the proceedings.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release dated October 19, 2012


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