0000929638-14-000236.txt : 20140214 0000929638-14-000236.hdr.sgml : 20140214 20140214164955 ACCESSION NUMBER: 0000929638-14-000236 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43473 FILM NUMBER: 14617946 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/A BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212.692.6350 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 SC 13G/A 1 southpt_ewscripps-amend1.htm AMENDMENT NO.1 TO SCHEDULE 13G southpt_ewscripps-amend1.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 13G
 
 
 
Under the Securities Exchange Act of 1934
 
 
 
(Amendment No. 1)*
 

 
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)
 

 
December 31, 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
 
100,000 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
100,000 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
100,000 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)*
 
0.23%
 
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
 
100,000 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
100,000 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
100,000 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)*
 
0.23%
 
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
 
100,000 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
100,000 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
100,000 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)*
 
0.23%
 
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
 
100,000 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
100,000 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
100,000 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)*
 
0.23%
 
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
 
100,000 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
100,000 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
100,000 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)*
 
0.23%
 
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
 
100,000 shares
 
Refer to Item 4 below.
 
7    Sole Dispositive Power
 
0 shares
 
8    Shared Dispositive Power
 
100,000 shares
 
Refer to Item 4 below.
 
9
Aggregate Amount Beneficially Owned by Each Reporting Person
 
100,000 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)*
 
0.23%
 
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
 
 
1114 Avenue of the Americas, 22nd Floor
New York, NY 10036
 
(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 December 31, 2013, the Master Fund owned 100,000 shares of Class A Common Shares, which is 0.23% of the Issuer’s outstanding Class A Common Shares.  The percentages herein are calculated based upon the aggregate total of the 43,758,098 shares of Class A Common Shares issued and outstanding as of September 30, 2013, as reported in the Issuer’s Form 10-Q filed with the SEC on November 8, 2013.

(a)
Amount Beneficially Owned***
 
 
Southpoint Master Fund, LP - 100,000 shares
Southpoint Capital Advisors LP - 100,000 shares
Southpoint Capital Advisors LLC - 100,000 shares
Southpoint GP, LP - 100,000 shares
Southpoint GP, LLC - 100,000 shares
John S. Clark II - 100,000 shares
 
(b)
Percent of Class
 
Southpoint Master Fund, LP - 0.23%
Southpoint Capital Advisors LP - 0.23%
Southpoint Capital Advisors LLC - 0.23%
Southpoint GP, LP - 0.23%
Southpoint GP, LLC - 0.23%
John S. Clark II - 0.23%
 
 
 
 

 
 
(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 - 100,000 shares
Southpoint Capital Advisors LP - 100,000 shares
Southpoint Capital Advisors LLC - 100,000 shares
Southpoint GP, LP - 100,000 shares
Southpoint GP, LLC - 100,000 shares
John S. Clark II - 100,000 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 - 100,000 shares
Southpoint Capital Advisors LP - 100,000 shares
Southpoint Capital Advisors LLC - 100,000 shares
Southpoint GP, LP - 100,000 shares
Southpoint GP, LLC - 100,000 shares
John S. Clark II - 100,000 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 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 [X].

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.

Exhibits
Exhibit
 
99.1
Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on September 3, 2013.
 
 

 
 
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.
 
February 14, 2014
 

 
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