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| SNI > SEC Filings for SNI > Form 8-K on 28-Jan-2013 | All Recent SEC Filings |
28-Jan-2013
Changes in Control or Registrant
Background.
The Edward W. Scripps Trust (the "Trust"), the controlling shareholder of the Company, 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' grandchildren 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 the Company (together, the "Common Shares"), will be distributed to certain descendants of Edward W. Scripps pursuant to the terms of the Trust for no consideration as soon as administratively practicable and under an applicable court order. Until such distribution, the Trust will continue to be the record holder of the Common Shares.
Certain Trust beneficiaries, and certain members of the John P. Scripps family and trusts for their benefit, are signatories ("Signatories") to the Scripps Family Agreement that governs the transfer and voting of Common Voting Shares. Upon distribution from the Trust, shares held under the agreement will represent approximately 91.9% percent of the Common Voting Shares. The Trust has advised the Company that they expect the Common Shares to be distributed to the Trust beneficiaries in the next few months.
The Scripps Family Agreement 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. Ms. Scagliotti, Ms. Pierce and John Burlingame (also a director of the Company) are the Trustees of the Trust.
In 2011, the Trustees of the Trust filed a Petition for Instructions and
Declaratory Relief with an Ohio Probate Court (the "Probate Court") that sought
(i) to prepare for the administration of the Trust following its 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
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.
Change in Control.
On January 22, 2013, under the provisions of its prior order sealing the proceedings, the Probate Court issued an order with respect to the petition (the "Order"). With the Court's authorization, the Trustees have advised the Company that the Order generally provides that during the winding-up period the Trustees shall vote (or enter into or decline to enter into binding agreements to vote) the Common Voting Shares held by the Trust as instructed by a vote conducted in accordance with the procedures of Section 9 of the Scripps Family Agreement. In the absence of instructions from a vote under the Scripps Family Agreement and the Order, the Trustees may vote the Common Voting Shares in the manner they determine, in their discretion, to be in the best interests of the Trust beneficiaries, so long as the vote does not relate to a change of control transaction. If the vote relates to a change of control transaction, the Trustees will not vote the Common Voting Shares held by the Trust in the absence of such instructions.
After the Common Voting Shares are distributed from the Trust, the provisions of the Scripps Family Agreement will fully govern the transfer and voting of the Common Voting Shares held by the Signatories, and the terms of the Order will cease to apply.
Section 9 of the Scripps Family Agreement provides that the Company will call a meeting of the Signatories prior to each annual or special meeting of the shareholders of the Company held after termination of the Trust (each such meeting hereinafter referred to as a "Required Meeting"). At each Required Meeting, the Company will discuss with the Signatories, each matter, including election of directors, that the Company will submit to the holders of Common Shares at the annual meeting or special meeting with respect to which the Required Meeting has been called. Each Signatory will be entitled, either in person or by proxy, to cast one vote for each Common Voting Share owned of record or beneficially by him or her on each matter brought for a vote at the Required Meeting. Each Signatory will be bound by the decision reached by majority vote with respect to each such matter, and at the related annual or special meeting of the shareholders of the Company each Signatory will vote his or her Common Voting Shares in accordance with the decisions reached at the Required Meeting of the Signatories.
The table below is based on information provided by the Signatories and sets
forth: (i) the number of Common Voting Shares and Class A Common Shares
beneficially owned by each Signatory, excluding shares held by the Trust,
(ii) the aggregate number of Common Voting Shares and Class A Common Shares that
may be deemed to be beneficially owned by each Signatory, including the
32,080,000 Common Voting Shares held by the Trust, and (iii) the percentage of
Common Voting Shares and Class A Common Shares that may be deemed to be
beneficially owned by each Signatory. Except as otherwise noted in the table,
each Signatory has (x) sole voting power (to the extent such shares are entitled
to vote) with respect to the Class A Common Shares listed under column (i),
(y) sole dispositive power with respect to the Common Voting Shares and Class A
Common Shares listed under column (i), and (z) shared voting power with respect
to the Common Voting Shares listed under column (ii). Each Common Voting Share
is convertible at no cost and at any time into one Class A Common Share on a
one-for-one basis, subject to the provisions of the Scripps Family Agreement.
The aggregate number and percentage of Class A Common Shares (columns (ii) and
(iii)) assumes the conversion of all Common Voting Shares to Class A Common
Shares beneficially owned by the Signatory and/or Trust, as applicable. The
percentages of Common Voting Shares and Class A Common Shares are based on
115,536,254 and 34,317,173 of our Class A Common Shares and Common Voting
Shares, respectively, outstanding as of October 31, 2012, as reported in our
Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.
--------------------------------------------------------------------------------
(ii)
(i) Aggregate Number of
Number of Class A Common Shares and (iii)
Class A Common Shares Common Voting Shares Beneficially Aggregate Percentage of
and Common Voting Shares Owned Common Voting Shares and Class A
Beneficially Owned (Including All Common Voting Common Shares
(Excluding Trust Shares) Shares Held by Trust) Beneficially Owned
Common Class A Common Class A Common Class A
Voting Common Voting Common Voting Common
Name Shares Shares Shares Shares Shares Shares
Virginia S. Vasquez -0- -0- 32,080,000 32,080,000 93.5 % 21.7 %
Rebecca Scripps Brickner (1) -0- 800 32,080,000 32,080,800 93.5 % 21.7 %
Estate of Robert P. Scripps, Jr. -0- -0- 32,080,000 32,080,000 93.5 % 21.7 %
Edward W. Scripps, Jr. (2) -0- 37,699 32,080,000 32,117,699 93.5 % 21.8 %
Corina S. Granado -0- 400 32,080,000 32,080,400 93.5 % 21.7 %
Jimmy R. Scripps -0- 400 32,080,000 32,080,400 93.5 % 21.7 %
Mary Ann S. Sanchez -0- 400 32,080,000 32,080,400 93.5 % 21.7 %
Margaret E. Scripps (Klenzing) -0- 600 32,080,000 32,080,600 93.5 % 21.7 %
William H. Scripps -0- -0- 32,080,000 32,080,000 93.5 % 21.7 %
Marilyn J. Scripps (Wade) -0- -0- 32,080,000 32,080,000 93.5 % 21.7 %
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CUSIP No. 811054402
(ii)
Aggregate Number of
(i) Class A Common Shares
Number of and (iii)
Class A Common Shares Common Voting Shares Beneficially Aggregate Percentage of
and Common Voting Shares Owned Common Voting Shares and Class A
Beneficially Owned (Including All Common Voting Common Shares
(Excluding Trust Shares) Shares Held by Trust) Beneficially Owned
Common Class A Common Class A Common
Voting Common Voting Common Voting Class A Common
Name Shares Shares Shares Shares Shares Shares
Adam R. Scripps -0- -0- 32,080,000 32,080,000 93.5 % 21.7 %
William A. Scripps -0- 400 32,080,000 32,080,400 93.5 % 21.7 %
Gerald J. Scripps -0- -0- 32,080,000 32,080,000 93.5 % 21.7 %
Charles E. Scripps, Jr. -0- 5,250 32,080,000 32,085,250 93.5 % 21.7 %
Eli W. Scripps -0- -0- 32,080,000 32,080,000 93.5 % 21.7 %
Jonathan L. Scripps -0- 100 32,080,000 32,080,100 93.5 % 21.7 %
Peter M. Scripps (3) -0- -0- 32,080,000 32,080,000 93.5 % 21.7 %
Barbara Victoria Scripps Evans (4) 1,208,904 -0- 33,288,904 33,288,904 97.0 % 22.4 %
Molly E. McCabe -0- 300 32,080,000 32,080,300 93.5 % 21.7 %
John P. Scripps Trust
FBO Peter M. Scripps
U/A dated 2/10/77 349,018 -0- 32,429,018 32,429,018 94.5 % 21.9 %
John P. Scripps Trust
FBO Paul K. Scripps
U/A dated 2/10/77 349,018 -0- 32,429,018 32,429,018 94.5 % 21.9 %
John P. Scripps Trust
Exempt Trust
U/A dated 2/10/77 49,382 -0- 32,129,382 32,129,382 93.6 % 21.8 %
John P. Scripps Trust
FBO Barbara Scripps Evans
U/A dated 2/10/77 349,018 -0- 32,429,018 32,429,018 94.5 % 21.9 %
John Peter Scripps
1983 Trust 17,320 -0- 32,097,320 32,097,320 93.5 % 21.7 %
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CUSIP No. 811054402
(ii)
(i) Aggregate Number of
Number of Class A Common Shares and (iii)
Class A Common Shares Common Voting Shares Beneficially Aggregate Percentage of
and Common Voting Shares Owned Common Voting Shares and Class A
Beneficially Owned (Including All Common Voting Common Shares
(Excluding Trust Shares) Shares Held by Trust) Beneficially Owned
Common Class A Common Class A Common Class A
Voting Common Voting Common Voting Common
Name Shares Shares Shares Shares Shares Shares
The Marital Trust of the La Dow
Family Trust 299,124 -0- 32,379,124 32,379,124 94.4 % 21.9 %
Anne M. La Dow Trust
U/A dated 10/27/2011 160,361 -0- 32,240,361 32,240,361 93.9 % 21.8 %
The La Dow Family Trust
U/A dated 6/29/2004 (5) 305,824 -0- 32,385,824 32,385,824 94.4 % 21.9 %
John P. Scripps Trust
FBO John Peter Scripps
U/A dated 12/28/84 33,780 -0- 32,113,780 32,113,780 93.6 % 21.7 %
John P. Scripps Trust
FBO Ellen McRae Scripps
U/A dated 12/28/84 33,780 -0- 32,113,780 32,113,780 93.6 % 21.7 %
John P. Scripps Trust
FBO Douglas A. Evans
U/A dated 12/24/84 33,780 -0- 32,113,780 32,113,780 93.6 % 21.7 %
Douglas A. Evans
1983 Trust 17,320 -0- 32,097,320 32,097,320 93.5 % 21.7 %
Ellen McRae Scripps
1983 Trust 17,320 -0- 32,097,320 32,097,320 93.5 % 21.7 %
Victoria S. Evans Trust
U/A dated 5/19/2004 -0- -0- 32,080,000 32,080,000 93.5 % 21.7 %
Peter M. Scripps Trust
U/A dated 11/13/2002 -0- -0- 32,080,000 32,080,000 93.5 % 21.7 %
Paul K. Scripps Family Revocable
Trust U/A dated 2/7/1994 -0- 1,560 32,080,000 32,081,560 93.5 % 21.7 %
Thomas S. Evans Irrevocable Trust
U/A dated 11/13/2012 61,368 -0- 32,141,368 32,141,368 93.7 % 21.8 %
Thomas S. Evans -0- -0- 32,080,000 32,080,000 93.5 % 21.7 %
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CUSIP No. 811054402
(ii)
(i) Aggregate Number of
Number of Class A Common Shares and (iii)
Class A Common Shares Common Voting Shares Beneficially Aggregate Percentage of
and Common Voting Shares Owned Common Voting Shares and Class A
Beneficially Owned (Including All Common Voting Common Shares
(Excluding Trust Shares) Shares Held by Trust) Beneficially Owned
Common Class A Common Class A Common Class A
Voting Common Voting Common Voting Common
Name Shares Shares Shares Shares Shares Shares
Douglas A. Evans 10,228 -0- 32,090,228 32,090,228 93.5 % 21.7 %
Julia Scripps Heidt -0- 24,464 32,080,000 32,104,464 93.6 % 21.7 %
Paul K. Scripps (6) 1,198,636 1,560 33,278,636 33,280,196 97.0 % 22.4 %
Charles Kyne McCabe -0- 200 32,080,000 32,080,200 93.5 % 21.7 %
Peter R. La Dow (7) 1,402,260 -0- 33,482,260 33,482,260 97.6 % 22.5 %
J. Sebastian Scripps (8) -0- 300 32,080,000 32,080,300 93.5 % 21.7 %
Anne M. La Dow (9) 160,361 -0- 32,240,361 32,240,361 93.9 % 21.8 %
Wendy E. Scripps -0- -0- 32,080,000 32,080,000 93.5 % 21.7 %
Nackey E. Scagliotti (10) 32,080,000 32,818,718 32,080,000 64,898,718 93.5 % 44.0 %
Cynthia J. Scripps -0- -0- 32,080,000 32,080,000 93.5 % 21.7 %
Edith L. Tomasko -0- -0- 32,080,000 32,080,000 93.5 % 21.7 %
Mary McCabe Peirce (11) 32,080,000 32,790,869 32,080,000 64,870,869 93.5 % 43.9 %
Elizabeth A. Logan -0- -0- 32,080,000 32,080,000 93.5 % 21.7 %
Eva Scripps Attal -0- 400 32,080,000 32,080,400 93.5 % 21.7 %
John P. Scripps 35,798 200 32,115,798 32,115,998 93.6 % 21.8 %
Eaton M. Scripps -0- 95,154 32,080,000 32,175,154 93.5 % 21.8 %
Megan Scripps Tagliaferri -0- 300 32,080,000 32,080,300 93.5 % 21.7 %
Ellen McRae Scripps 35,798 200 32,115,798 32,115,998 93.6 % 21.8 %
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(1) Includes 200 shares held by an immediate family member.
(2) Class A Common Share holdings include currently exercisable options to purchase 34,272 shares.
(3) Includes shares held by the Peter M. Scripps Trust under agreement dated 11/13/2002, of which the Reporting Person is the trustee. Such trust is also listed as a separate Reporting Person above.
(4) Includes shares held by (a)(i) the John P. Scripps Trust FBO Barbara Scripps
Evans under agreement dated 2/10/77, (ii) the John P. Scripps Trust FBO Paul
K. Scripps under agreement dated 2/10/77, (iii) the John P. Scripps Trust FBO
Peter M. Scripps under agreement dated 2/10/77, and (iv) the John P. Scripps
Trust Exempt Trust under agreement dated 2/10/77, of which the Reporting
Person is a co-trustee with Peter R. La Dow and Paul K. Scripps, and (b)(i)
the Douglas A. Evans 1983 Trust, (ii) the John P. Scripps Trust FBO Douglas
A. Evans under agreement dated 12/28/1984, (iii) the Victoria S. Evans Trust
under agreement dated 5/19/2004, and (iv) the Thomas S. Evans Irrevocable
Trust under agreement dated 6/29/2004, of which the Reporting Person is the
trustee. Such trusts are also listed as separate Reporting Persons above.
(5) Includes shares held by the Survivor's Trust of the La Dow Family Trust under agreement dated 6/29/2004 and the Marital Trust of the La Dow Family Trust under agreement dated 6/29/2004. The Marital Trust is also listed as a separate Reporting Person above. Peter R. La Dow is the trustee of all of these trusts.
(6) Includes shares held by (a)(i) the John P. Scripps Trust FBO Barbara Scripps
Evans under agreement dated 2/10/77, (ii) the John P. Scripps Trust FBO Paul
K. Scripps under agreement dated 2/10/77, (iii) John P. Scripps Trust FBO
Peter M. Scripps under agreement dated 2/10/77, and (iv) the John P. Scripps
Trust Exempt Trust under agreement dated 2/10/77, of which the Reporting
Person is a co-trustee with Ms. Evans and Mr. La Dow, and (b)(i) the John
Peter Scripps 1983 Trust, (ii) the Ellen McRae Scripps 1983 Trust, (iii) the
John P. Scripps FBO Ellen McRae Scripps under agreement dated 12/28/1984,
(iv) the John P. Scripps Trust FBO John Peter Scripps under agreement dated
12/28/1984, and (v) the Paul K. Scripps Family Revocable Trust U/A dated
2/7/1994, of which the Reporting Person is trustee. Such trusts are also
listed as separate Reporting Persons above.
(7) Includes shares held by (a)(i) the John P. Scripps Trust FBO Barbara Scripps Evans under agreement dated 2/10/77, (ii) the John P. Scripps Trust FBO Paul K. Scripps under agreement dated 2/10/77, (iii) the John P. Scripps Trust FBO Peter M. Scripps under agreement dated 2/10/77, and (iv) the John P. Scripps Trust Exempt Trust under agreement dated 2/10/77, of which the Reporting Person is co-trustee with Ms. Evans and Mr. P. K. Scripps, and (b)(i) the Marital Trust of the La Dow Family Trust, and (ii) the La Dow Family Trust (excluding shares already accounted for held in the Marital Trust of the La Dow Family Trust), of which the Reporting Person is the trustee. Such trusts are also listed as separate Reporting Persons above.
(8) Includes 200 shares held by immediate family members.
(9) Includes shares held by the Anne M. La Dow Trust under agreement dated 10/27/2011, of which the Reporting Person is trustee. Such trust is also listed as a separate Reporting Person above.
(10) Class A Common Share holdings include (a) currently exercisable options to purchase 41,232 shares, (b) 15,291 shares held directly and (c) 32,762,195 shares held by the Trust, of which the Reporting Person is a co-trustee.
(11) Class A Common Share holdings include (a) currently exercisable options to purchase 24,096 shares, (b) 4,578 shares held directly and (c) 32,762,195 shares held by the Trust, of which the Reporting Person is a co-trustee.
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