The Edward W. Scripps Trust, which has controlled Scripps Networks Interactive since it became an independent publicly traded company in 2008, ended 10/18 upon the death of Robert 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. The company’s Class A Common Shares are traded on NYSE under the symbol “SNI.” There is no public market for the company’s other class of stock – Common Voting – which elects a majority of the company’s directors.
As of 9/30/12, the trust owned 28.4% of the company’s outstanding 115.5 million Class A Common Shares and 93.5% of the outstanding 34.3 million Common Voting Shares. Together those shares represent 43% 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. (John P. Scripps, an operator of West Coast-based newspapers was a grandson of Edward W. Scripps and a cousin of Robert P. Scripps.) Taken together shares held under the agreement represent approximately 98.5% 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 Scagliotti and Mary Peirce, currently serve as directors of the company.
The trust beneficiaries have been meeting annually since the early 1990s in preparation for the termination of the trust and the distribution of its assets.
The distribution of the trust’s assets, however, will not occur immediately, pending customary legal proceedings.
“Scripps Networks Interactive and its shareholders benefit from a strong and mutually beneficial partnership with the Scripps family,” said Kenneth Lowe, chairman, president and CEO of the company. “As one generation of the Scripps family passes and the next steps forward to take the reins, we’re confident that the transition in the control of Scripps Networks Interactive will be smooth and seamless.”
