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SNI > SEC Filings for SNI > Form 8-K on 20-Mar-2013All Recent SEC Filings

Show all filings for SCRIPPS NETWORKS INTERACTIVE, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SCRIPPS NETWORKS INTERACTIVE, INC.


20-Mar-2013

Changes in Control or Registrant


Item 5.01. Changes in Control of Registrant.

Explanatory Note.

This filing supplements information in the Form 8-K dated January 22, 2013, filed by the Company relating to termination and winding up of the Edward W. Scripps Trust (the "Trust"), former controlling shareholder of the Company, and includes information relating to the shareholdings of the beneficiaries of the Trust who have received Class A Common Shares and Common Voting Shares of the Company formerly held by the Trust and are among the controlling persons of the Company.

Background.

The Trust, the former 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.

In 2011, prior to the termination of the Trust, 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 dated October 15, 1992 (as amended, 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.

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 advised the Company at that time 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.

Distribution of Common Shares.

On March 14, 2013 (the "Distribution Date"), an aggregate of 31,943,106 of the Class A Common Shares and 31,277,999 of the Common Voting Shares (collectively, the "Common Shares") held by the Trust were distributed to the residuary beneficiaries of the Trust (the "Trust Beneficiaries"), other than three Trust Beneficiaries who are minors (the "Minors"). The provisions of the Scripps Family Agreement are now fully effective and the voting provisions established by the Order directing the Trustees of the Trust with respect to the voting of the Common Voting Shares then held by the Trust no longer apply to the Common Voting Shares held by the Trust Beneficiaries other than the Minors. The Trustees of the Trust have indicated that the remaining Common Shares held by the Trust (other than 37 of the Class A Common Shares that are to be sold) are expected to be distributed in the next few months to trusts to be established for the purpose of holding the shares on behalf of the Minors.

The Common Voting Shares that remain in the Trust will continue to be subject to the voting provisions in the Order until their expected distribution to the Minors' trusts. The Minors are not parties to, and the Minors' trusts may or may not in the future become parties to, the Scripps Family Agreement. The person who may be appointed as trust advisor with respect to the Common Shares to be held by a Minor's trust may be deemed to have beneficial ownership of those shares, but unless the Minor's trust becomes a party such person will not be bound by the Scripps Family Agreement with respect to those Common Shares. As of the Distribution Date, the provisions of the Scripps Family Agreement fully govern the transfer and voting of the Common Voting Shares held by the Scripps family members signatory thereto (the "Signatories").


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.

Identity of Controlling Persons and Percentage of Common Shares Owned.

The table below is based on information provided by the Signatories and sets forth as of March 18, 2013: (i) the number of Common Voting Shares and Class A Common Shares beneficially owned by each Signatory, excluding Common Shares beneficially owned by other Signatories and the Trust unless otherwise indicated, (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 all Common Voting Shares beneficially owned by the Signatories and 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).

The Signatories share voting power with each other with respect to their Common Voting Shares under the terms of the Scripps Family Agreement. They also share voting power with the Trust with respect to the Common Voting Shares held by the Trust under the terms of the Order and the Scripps Family Agreement. The voting provisions established by the Order will continue to apply to the remaining Common Voting Shares held by the Trust until the expected distribution of such shares to the Minors' trusts. As a result, the Signatories may direct the manner in which the remaining Common Voting Shares are voted by the Trustees, under certain circumstances, as instructed by a vote conducted in accordance with the procedures of Section 9 of the Scripps Family Agreement. The Common Voting Shares held by the Signatories will also be voted as instructed by a vote conducted in accordance with the procedures of Section 9 of the Scripps Family Agreement. Due to this shared voting power, the aggregate number of Common Voting Shares that may be deemed to be beneficially owned by the Signatories includes 801,999 Common Voting Shares held by the Trust and 31,533,112 Common Voting Shares held by the Signatories. Following a distribution of the remaining 801,999 Common Voting Shares from the Trust to the Minors' trusts, such shares will not be subject to the Scripps Family Agreement unless the Minors' trusts become parties thereto in the future.

Subject to the Scripps Family Agreement, 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. 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 the Trust. The percentages of Common Voting Shares are based on 34,317,171 shares of the Company's Common Voting Shares, calculated based on the 34,317,173 Common Voting Shares reported as outstanding as of January 31, 2013 in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 (the "Form 10-K") less the two Common Voting Shares converted by the Trust into Class A Common Shares on March 4, 2013. The percentages of Class A Common Shares are based on 114,064,119 of the Company's Class A Common Shares outstanding as of January 31, 2013, as reported in the Form 10-K.

--------------------------------------------------------------------------------
                                                                                                                    (ii)
                                                                                                             Aggregate Number of
                                                                                                          Common Voting Shares and
                                                                  (i)                                Class A Common Shares Beneficially                            (iii)
                                                    Number of Common  Voting Shares                      Owned (Including All Common                     Aggregate Percentage  of
                                                       and Class A Common Shares                    Voting Shares Subject to the Scripps             Common Voting Shares and Class A
                                                 Beneficially Owned (Excluding Shares                    Family Agreement and Common                           Common Shares
                                               Held by Other Signatories and the Trust)               Voting Shares Held by the Trust)                      Beneficially Owned
                                                   Common                    Class A                   Common                  Class A                Common                  Class A
                                                   Voting                     Common                   Voting                   Common                Voting                   Common
Name                                               Shares                     Shares                 Shares (1)                 Shares                Shares                   Shares
Virginia S. Vasquez                                      802,000                    819,054              32,335,111               33,154,165                94.2 %                   22.6 %
Rebecca Scripps Brickner (2)                             802,000                    819,854              32,335,111               33,154,965                94.2 %                   22.6 %
Estate of Robert P. Scripps, Jr.                       1,604,000                  1,638,108              32,335,111               33,973,219                94.2 %                   23.2 %
Edward W. Scripps, Jr. (3)                             1,604,000                  1,675,807              32,335,111               34,010,918                94.2 %                   23.2 %
Corina S. Granado                                        802,000                    819,454              32,335,111               33,154,565                94.2 %                   22.6 %
Jimmy R. Scripps                                       1,604,000                  1,638,508              32,335,111               33,973,619                94.2 %                   23.2 %
Mary Ann S. Sanchez                                      802,000                    819,454              32,335,111               33,154,565                94.2 %                   22.6 %

--------------------------------------------------------------------------------
                                                                                                              (ii)
                                                                                                       Aggregate Number of
                                                              (i)                                   Common Voting Shares and
                                                Number of Common  Voting Shares                Class A Common Shares Beneficially                            (iii)
                                                   and Class A Common Shares                       Owned (Including All Common                     Aggregate Percentage  of
                                             Beneficially Owned (Excluding Shares             Voting Shares Subject to the Scripps             Common Voting Shares and Class A
                                               Held by Other Signatories and the                   Family Agreement and Common                           Common Shares
                                                            Trust)                              Voting Shares Held by the Trust)                      Beneficially Owned
                                                Common                  Class A                  Common                  Class A                Common                  Class A
                                                Voting                   Common                  Voting                   Common                Voting                   Common
Name                                            Shares                   Shares                Shares (1)                 Shares                Shares                   Shares
Margaret E. Scripps (Klenzing)                       802,000                  819,654              32,335,111               33,154,765                94.2 %                   22.6 %
William H. Scripps                                 1,604,000                1,638,108              32,335,111               33,973,219                94.2 %                   23.2 %
Marilyn J. Scripps (Wade)                            802,000                  819,054              32,335,111               33,154,165                94.2 %                   22.6 %
Adam R. Scripps                                    1,604,000                1,638,108              32,335,111               33,973,219                94.2 %                   23.2 %
William A. Scripps                                 1,604,000                1,638,508              32,335,111               33,973,619                94.2 %                   23.2 %
Gerald J. Scripps                                    267,333                  273,018              32,335,111               32,608,129                94.2 %                   22.3 %
Charles E. Scripps, Jr.                            1,604,000                1,643,358              32,335,111               33,978,469                94.2 %                   23.2 %
Eli W. Scripps                                       267,333                  273,018              32,335,111               32,608,129                94.2 %                   22.3 %
Jonathan L. Scripps                                  267,333                  273,118              32,335,111               32,608,229                94.2 %                   22.3 %
Peter M. Scripps (4)                                     -0-                      -0-              32,335,111               32,335,111                94.2 %                   22.1 %
Barbara Victoria Scripps Evans (5)                 1,208,904                      -0-              32,335,111               32,335,111                94.2 %                   22.1 %
Molly E. McCabe                                      802,000                  819,354              32,335,111               33,154,465                94.2 %                   22.6 %
John P. Scripps Trust
FBO Peter M. Scripps
U/A dated 2/10/77                                    349,018                      -0-              32,335,111               32,335,111                94.2 %                   22.1 %
John P. Scripps Trust
FBO Paul K. Scripps
U/A dated 2/10/77                                    349,018                      -0-              32,335,111               32,335,111                94.2 %                   22.1 %
John P. Scripps Trust
Exempt Trust
U/A dated 2/10/77                                     49,382                      -0-              32,335,111               32,335,111                94.2 %                   22.1 %
John P. Scripps
Trust FBO Barbara Scripps Evans
U/A dated 2/10/77                                    349,018                      -0-              32,335,111               32,335,111                94.2 %                   22.1 %

--------------------------------------------------------------------------------
                                                                                                               (ii)
                                                                                                       Aggregate Number of
                                                             (i)                                     Common Voting Shares and
                                               Number of Common  Voting Shares                  Class A Common Shares Beneficially                             (iii)
                                                  and Class A Common Shares                        Owned (Including All Common                       Aggregate Percentage  of
                                            Beneficially Owned (Excluding Shares               Voting Shares Subject to the Scripps              Common Voting Shares and Class A
                                              Held by Other Signatories and the                    Family Agreement and Common                             Common Shares
                                                           Trust)                                Voting Shares Held by the Trust)                       Beneficially Owned
                                                 Common                   Class A                Common                   Class A                 Common                  Class A
                                                 Voting                    Common                Voting                    Common                 Voting                   Common
Name                                             Shares                    Shares              Shares (1)                  Shares                 Shares                   Shares
John Peter Scripps
1983 Trust                                               17,320                  -0-               32,335,111                32,335,111                 94.2 %                   22.1 %
The Marital Trust of the La Dow
Family Trust                                            299,124                  -0-               32,335,111                32,335,111                 94.2 %                   22.1 %
Anne M. La Dow Trust
U/A dated 10/27/2011                                    160,361                  -0-               32,335,111                32,335,111                 94.2 %                   22.1 %
The La Dow Family Trust (6)
U/A dated 6/29/2004                                     305,824                  -0-               32,335,111                32,335,111                 94.2 %                   22.1 %
John P. Scripps Trust
FBO John Peter Scripps
U/A dated 12/28/84                                       33,780                  -0-               32,335,111                32,335,111                 94.2 %                   22.1 %
John P. Scripps Trust
FBO Ellen McRae Scripps
U/A dated 12/28/84                                       33,780                  -0-               32,335,111                32,335,111                 94.2 %                   22.1 %
John P. Scripps Trust
FBO Douglas A. Evans
U/A dated 12/24/84                                       33,780                  -0-               32,335,111                32,335,111                 94.2 %                   22.1 %
Douglas A. Evans
1983 Trust                                               17,320                  -0-               32,335,111                32,335,111                 94.2 %                   22.1 %
Ellen McRae Scripps
1983 Trust                                               17,320                  -0-               32,335,111                32,335,111                 94.2 %                   22.1 %
Victoria S. Evans Trust
U/A dated 5/19/2004                                         -0-                  -0-               32,335,111                32,335,111                 94.2 %                   22.1 %
Peter M. Scripps Trust
U/A dated 11/13/2002                                        -0-                  -0-               32,335,111                32,335,111                 94.2 %                   22.1 %

--------------------------------------------------------------------------------
                                                                                                                   (ii)
                                                                                                            Aggregate Number of
                                                                                                         Common Voting Shares and
                                                                 (i)                                Class A Common Shares Beneficially                            (iii)
                                                   Number of Common  Voting Shares                      Owned (Including All Common                     Aggregate Percentage  of
                                                      and Class A Common Shares                    Voting Shares Subject to the Scripps             Common Voting Shares and Class A
                                                Beneficially Owned (Excluding Shares                    Family Agreement and Common                           Common Shares
                                              Held by Other Signatories and the Trust)               Voting Shares Held by the Trust)                      Beneficially Owned
                                                  Common                    Class A                   Common                  Class A                Common                  Class A
                                                  Voting                     Common                   Voting                   Common                Voting                   Common
Name                                              Shares                     Shares                 Shares (1)                 Shares                Shares                   Shares
Paul K. Scripps Family Revocable
Trust U/A dated 2/7/1994                                    -0-                      1,560              32,335,111               32,336,671                94.2 %                   22.1 %
Thomas S. Evans Irrevocable Trust
U/A dated 11/13/2012                                     61,368                        -0-              32,335,111               32,335,111                94.2 %                   22.1 %
Thomas S. Evans                                             -0-                        -0-              32,335,111               32,335,111                94.2 %                   22.1 %
Douglas A. Evans                                         10,228                        -0-              32,335,111               32,335,111                94.2 %                   22.1 %
Julia Scripps Heidt                                     802,000                    843,518              32,335,111               33,178,629                94.2 %                   22.7 %
Paul K. Scripps (7)                                   1,198,636                      1,560              32,335,111               32,336,671                94.2 %                   22.1 %
Charles Kyne McCabe                                   1,604,000                  1,638,308              32,335,111               33,973,419                94.2 %                   23.2 %
Peter R. La Dow (8)                                   1,402,260                        -0-              32,335,111               32,335,111                94.2 %                   22.1 %
J. Sebastian Scripps (9)                              1,604,000                  1,638,408              32,335,111               33,973,519                94.2 %                   23.2 %
Anne M. La Dow (10)                                     160,361                        -0-              32,335,111               32,335,111                94.2 %                   22.1 %
Wendy E. Scripps                                        802,000                    819,054              32,335,111               33,154,165                94.2 %                   22.6 %
Nackey E. Scagliotti (11)                             1,603,999                  1,701,264              32,335,111               34,036,375                94.2 %                   23.2 %
Cynthia J. Scripps                                      802,000                    819,054              32,335,111               33,154,165                94.2 %                   22.6 %
Edith L. Tomasko                                        802,000                    819,054              32,335,111               33,154,165                94.2 %                   22.6 %
Mary McCabe Peirce (12)                               3,207,999                  3,311,523              32,335,111               35,646,634                94.2 %                   24.3 %
Elizabeth A. Logan (13)                               2,406,000                  2,457,162              32,335,111               34,792,273                94.2 %                   23.8 %
Eva Scripps Attal                                       802,000                    819,454              32,335,111               33,154,565                94.2 %                   22.6 %
John P. Scripps                                          35,798                        200              32,335,111               32,335,311                94.2 %                   22.1 %
Eaton M. Scripps                                      1,604,000                  1,733,262              32,335,111               34,068,373                94.2 %                   23.3 %
Megan Scripps Tagliaferri                               802,000                    819,354              32,335,111               33,154,465                94.2 %                   22.6 %

--------------------------------------------------------------------------------
                                                                                                            (ii)
                                                                                                     Aggregate Number of
                                                        (i)                                       Common Voting Shares and
                                          Number of Common  Voting Shares                    Class A Common Shares Beneficially                               (iii)
                                             and Class A Common Shares                           Owned (Including All Common                         Aggregate Percentage  of
                                        Beneficially Owned (Excluding Shares                Voting Shares Subject to the Scripps                 Common Voting Shares and Class A
                                         Held by Other Signatories and the                       Family Agreement and Common                              Common Shares
. . .
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