0000929638-13-000520.txt : 20130903 0000929638-13-000520.hdr.sgml : 20130902 20130903121918 ACCESSION NUMBER: 0000929638-13-000520 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20130903 DATE AS OF CHANGE: 20130903 GROUP MEMBERS: JOHN S. CLARK II GROUP MEMBERS: SOUTHPOINT CAPITAL ADVISORS LLC GROUP MEMBERS: SOUTHPOINT GP LLC GROUP MEMBERS: SOUTHPOINT GP LP GROUP MEMBERS: SOUTHPOINT MASTER FUND LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SCRIPPS E W CO /DE CENTRAL INDEX KEY: 0000832428 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 311223339 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43473 FILM NUMBER: 131074323 BUSINESS ADDRESS: STREET 1: 312 WALNUT STREET CITY: CININNATI STATE: OH ZIP: 45202 BUSINESS PHONE: 5139773000 MAIL ADDRESS: STREET 1: 312 WALNUT STREET CITY: CINCINNATI STATE: OH ZIP: 45202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Southpoint Capital Advisors LP CENTRAL INDEX KEY: 0001319998 IRS NUMBER: 200975910 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 623 FIFTH AVENUE STREET 2: SUITE 2601 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212.692.6350 MAIL ADDRESS: STREET 1: 623 FIFTH AVENUE STREET 2: SUITE 2601 CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 southpoint_ewscripps-sch13g.htm SCHEDULE 13G (SEPTEMBER 2013) southpoint_ewscripps-sch13g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
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SCHEDULE 13G
 
 
 
Under the Securities Exchange Act of 1934
 
 
 
(Amendment No. ___)*
 

 
The E.W. Scripps Company
 
 
(Name of Issuer)
 

 
Class A Common Shares,
par value $0.01 per share
 
 
(Title of Class of Securities)
 

 
811054402
 
 
(CUSIP Number)
 

 
August 23, 2013
 
 
(Date of Event which Requires Filing of this Statement)
 


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[ ]           Rule 13d-1(b)
 
[x]           Rule 13d-1(c)
 
[ ]           Rule 13d-1(d)
 
___________________________________
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Southpoint Master Fund, LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Cayman Islands
 
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
2,383,759 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,383,759 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,383,759 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
5.28%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Limited Partnership)
 
 

 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Southpoint Capital Advisors LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
 
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
2,383,759 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,383,759 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,383,759 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
5.28%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Limited Partnership)
 
 

 

1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Southpoint Capital Advisors LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
 
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
2,383,759 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,383,759 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,383,759 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
5.28%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
 
 

 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Southpoint GP, LP
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
 
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
2,383,759 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,383,759 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,383,759 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
5.28%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
PN (Limited Partnership)
 
 
 

 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Southpoint GP, LLC
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
Delaware
 
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
2,383,759 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,383,759 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,383,759 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
5.28%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
 

 
 
1
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
John S. Clark II
2
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a)           [ ]
 
(b)           [x]
3
SEC Use Only
4
Citizenship or Place of Organization.
 
United States
 
 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
5    Sole Voting Power
 
0 shares
6    Shared Voting Power
 
2,383,759 shares
 
Refer to Item 4 below.
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
2,383,759 shares
 
Refer to Item 4 below.
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
2,383,759 shares
 
Refer to Item 4 below.
10
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
11
Percent of Class Represented by Amount in Row (9)*
 
5.28%
 
Refer to Item 4 below.
12
Type of Reporting Person (See Instructions)
 
IN
 
 

 
 
Item 1.
 

(a)
Name of Issuer
 
The E.W. Scripps Company
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
312 Walnut Street
Cincinnati, OH 45202

Item 2.
 

(a)
Name of Person Filing
 
Southpoint Master Fund, LP
Southpoint Capital Advisors LP
Southpoint Capital Advisors LLC
Southpoint GP, LP
Southpoint GP, LLC
John S. Clark II
 
(b)
Address of Principal Business Office or, if none, Residence
 
623 Fifth Avenue, Suite 2601
New York, NY 10022
 
(c)
Citizenship
 
Southpoint Master Fund, LP - Cayman Islands
Southpoint Capital Advisors LP - Delaware
Southpoint Capital Advisors LLC - Delaware
Southpoint GP, LP - Delaware
Southpoint GP, LLC - Delaware
John S. Clark II - United States
 
(d)
Title of Class of Securities
 
Class A Common Shares, $0.01 par value  per share
 
(e)
CUSIP Number
 
811054402

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.
Ownership***

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

As of August 23, 2013, the Master Fund owned 2,383,759 shares of Class A Common Shares, par value $0.01 per share, which is 5.28% of the Issuer’s outstanding Class A Common Shares.  The percentages herein are calculated based upon the 45,157,991 shares of Class A Common Shares, par value $0.01 per share, issued and outstanding as of June 30, 2013, as reported on the Issuer’s Form 10-Q filed with the SEC on August 9, 2013.

(a)
Amount Beneficially Owned***
 
 
Southpoint Master Fund, LP - 2,383,759 shares
Southpoint Capital Advisors LP - 2,383,759 shares
Southpoint Capital Advisors LLC - 2,383,759 shares
Southpoint GP, LP - 2,383,759 shares
Southpoint GP, LLC - 2,383,759 shares
John S. Clark II - 2,383,759 shares
 
(b)
Percent of Class
 
Southpoint Master Fund, LP - 5.28%
Southpoint Capital Advisors LP - 5.28%
Southpoint Capital Advisors LLC - 5.28%
Southpoint GP, LP - 5.28%
Southpoint GP, LLC - 5.28%
John S. Clark II - 5.28%
 
 

 

(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
   
Southpoint Master Fund, LP - 0 shares
Southpoint Capital Advisors LP - 0 shares
Southpoint Capital Advisors LLC - 0 shares
Southpoint GP, LP - 0 shares
Southpoint GP, LLC - 0 shares
John S. Clark II - 0 shares
 
 
(ii)
shared power to vote or to direct the vote
   
 
Southpoint Master Fund, LP - 2,383,759 shares
Southpoint Capital Advisors LP - 2,383,759 shares
Southpoint Capital Advisors LLC - 2,383,759 shares
Southpoint GP, LP - 2,383,759 shares
Southpoint GP, LLC - 2,383,759 shares
John S. Clark II - 2,383,759 shares
 
 
(iii)
sole power to dispose or to direct the disposition of
   
Southpoint Master Fund, LP - 0 shares
Southpoint Capital Advisors LP - 0 shares
Southpoint Capital Advisors LLC - 0 shares
Southpoint GP, LP - 0 shares
Southpoint GP, LLC - 0 shares
John S. Clark II - 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of
   
 
Southpoint Master Fund, LP - 2,383,759 shares
Southpoint Capital Advisors LP - 2,383,759 shares
Southpoint Capital Advisors LLC - 2,383,759 shares
Southpoint GP, LP - 2,383,759 shares
Southpoint GP, LLC - 2,383,759 shares
John S. Clark II - 2,383,759 shares

*** Shares reported herein are held by Southpoint Master Fund, LP for which Southpoint Capital Advisors LP serves as the investment manager and Southpoint GP, LP serves as the general partner.  Southpoint Capital Advisors LLC serves as the general partner of Southpoint Capital Advisors LP and Southpoint GP, LLC serves as the general partner of Southpoint GP, LP.  John S. Clark II serves as managing member of both Southpoint Capital Advisors LLC and Southpoint GP, LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

Item 5.
Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
 
Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
 
Not applicable.

Item 8.
Identification and Classification of Members of the Group
 
 
Not applicable.

Item 9.
Notice of Dissolution of Group
 
 
Not applicable.

Item 10.
Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 
 

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
 
September 3, 2013
 
 
SOUTHPOINT MASTER FUND, LP
 
By: Southpoint GP, LP, its General Partner
 
By: Southpoint GP, LLC, its General Partner
   
 
By: /s/ John S. Clark II
 
John S. Clark II, Managing Member
   
   
 
SOUTHPOINT CAPITAL ADVISORS LP
 
By: Southpoint Capital Advisors LLC,
 
its General Partner
   
 
By: /s/ John S. Clark II
 
John S. Clark II, Managing Member
   
   
 
SOUTHPOINT CAPITAL ADVISORS LLC
   
 
By: /s/ John S. Clark II
 
John S. Clark II, Managing Member
   
   
 
SOUTHPOINT GP, LP
 
By: Southpoint GP, LLC,
 
its General Partner
   
 
By: /s/ John S. Clark II
 
John S. Clark II, Managing Member
   
   
 
SOUTHPOINT GP, LLC
   
 
By: /s/ John S. Clark II
 
John S. Clark II, Managing Member
   
   
 
/s/ John S. Clark II
 
John S. Clark II, Individually
 
EX-99.1 2 southpoint_ewscripps-ex99.htm JOINT FILER AGREEMENT southpoint_ewscripps-ex99.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of September 3, 2013, is by and among Southpoint Master Fund, LP, Southpoint Capital Advisors LP, Southpoint Capital Advisors LLC, Southpoint GP, LP, Southpoint GP, LLC and John S. Clark II (collectively, the "Filers").
 
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Class A Common shares of The E.W. Scripps Company beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.

 
SOUTHPOINT MASTER FUND, LP
 
By: Southpoint GP, LP, its General Partner
 
By: Southpoint GP, LLC, its General Partner
   
 
By: /s/ John S. Clark II
 
John S. Clark II, Managing Member
   
   
 
SOUTHPOINT CAPITAL ADVISORS LP
 
By: Southpoint Capital Advisors LLC,
 
its General Partner
   
 
By: /s/ John S. Clark II
 
John S. Clark II, Managing Member
   
   
 
SOUTHPOINT CAPITAL ADVISORS LLC
   
 
By: /s/ John S. Clark II
 
John S. Clark II, Managing Member
   
   
 
SOUTHPOINT GP, LP
 
By: Southpoint GP, LLC,
 
its General Partner
   
 
By: /s/ John S. Clark II
 
John S. Clark II, Managing Member
   
   
 
SOUTHPOINT GP, LLC
   
 
By: /s/ John S. Clark II
 
John S. Clark II, Managing Member
   
   
 
/s/ John S. Clark II
 
John S. Clark II, Individually