UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K/A
AMENDMENT NO. 1 to
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_________________
| Date of Report | |
| (Date of earliest |
| event reported): | October 3, 2007 |
Journal Communications, Inc.
|
| (Exact name of registrant as specified in its charter) |
Wisconsin
| 1-31805
| 20-0020198
|
| (State or other | (Commission File | (IRS Employer |
| jurisdiction of | Number) | Identification No.) |
| incorporation) |
333 West State Street, Milwaukee, Wisconsin 53203
|
| (Address of principal executive offices, including zip code) |
(414) 224-2000
|
| (Registrant’s telephone number) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
The undersigned hereby amends Items 4.01 and 9.01 of the registrant’s Current Report on Form 8-K, dated October 3, 2007, to read in their entirety as set forth below.
| Item 4.01. | Changes in Registrant’s Certifying Accountant. |
| (a) | Dismissal of independent registered public accounting firm. |
On October 4, 2007, Ernst & Young LLP (“E&Y”) was notified on behalf of the Audit Committee of the Board of Directors of Journal Communications, Inc. that, upon the completion of the 2007 engagement and the filing of the Company’s Annual Report on Form 10-K for the year ending December 30, 2007, E&Y will be dismissed as the Company’s independent registered public accounting firm. The Company’s Annual Report on Form 10-K for the year ending December 30, 2007 was filed on March 7, 2008.
E&Y’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2006 and December 30, 2007 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principle.
During the years ended December 31, 2006 and December 30, 2007 and the subsequent period through the date of the filing of this amendment to current report on Form 8-K, the Company has not had any disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to E&Y’s satisfaction, would have caused E&Y to make reference thereto in their reports on the financial statements for such years. Also during this period, there have been no reportable events as that term is described in Item 304(a)(1)(v) of Regulation S-K. The letter from E&Y to the Company filed with this amendment to current report on Form 8-K as Exhibit 16 satisfies the requirements of Item 304(a)(3) of Regulation S-K.
The Audit Committee determined that the time was opportune to engage in a request for proposal process for choosing the Company’s auditor for 2008. The Audit Committee’s decision to dismiss E&Y and engage a new accounting firm resulted from that RFP process.
| (b) | Engagement of new independent registered public accounting firm. |
On October 3, 2007, the Audit Committee appointed Pricewaterhouse Coopers LLP (“PwC”) as the Company’s new independent registered public accounting firm. The Company and PwC are in the process of finalizing an engagement letter. The Company did not engage PwC in any prior consultations during the years ended December 31, 2006 and December 30, 2007 and the subsequent period through the date of the filing of this current report on Form 8-K.
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| Item 9.01. | Financial Statements and Exhibits. |
| | (d) | Exhibits. The following exhibits are being filed herewith: |
| | (16) | Letter from Ernst & Young LLP, dated March 7, 2008. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned hereunto duly authorized.
| JOURNAL COMMUNICATIONS, INC. |
Date: March 7, 2008 | By: /s/ Paul M. Bonaiuto |
| Paul M. Bonaiuto |
| Executive Vice President and |
| Chief Financial Officer |
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JOURNAL COMMUNICATIONS, INC.
EXHIBIT INDEX TO FORM 8-K/A
Report Dated October 3, 2007
Exhibit No.
| (16) | Letter from Ernst & Young LLP, dated March 7, 2008. |
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