UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: June 17, 2001
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number: 0-7831
JOURNAL COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 39-0382060
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 W. State Street
Milwaukee, Wisconsin 53203
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 414-224-2728
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes _X_ No ___
As of June 17, 2001, there were outstanding 28,353,561 shares of Journal
Communications, Inc. Common Stock - par value $0.125
JOURNAL COMMUNICATIONS, INC.
INDEX
Page No.
--------
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Balance Sheets as of
June 17, 2001 (Unaudited) and December 31, 2000 2
Unaudited Consolidated Condensed Statements of Income
For the Three and Six Periods Ended June 17, 2001 and
June 18, 2000 3
Unaudited Consolidated Condensed Statements
of Cash Flows for the Six Periods Ended June 17, 2001
and June 18, 2000 4
Notes to Unaudited Consolidated Condensed
Financial Statements - June 17, 2001 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosure of
Market Risk 9
Part II. Other Information
Items 1-3 9
Items 4-6 10
1
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JOURNAL COMMUNICATIONS, INC.
Consolidated Condensed Balance Sheets
(in thousands, except per share amounts)
ASSETS 06/17/2001 12/31/2000
- ------ ---------- ----------
(Unaudited)
Current assets:
Cash and cash equivalents $ 30,375 $ 12,031
Receivables, less allowance for doubtful
accounts of $5,568 and $3,617 102,460 107,708
Inventories, lower of cost (first-in-first-out) or market
Paper and supplies 13,685 11,994
Work in process 2,177 2,771
Finished goods 7,989 5,335
-------- --------
23,851 20,100
Prepaid expenses 3,789 8,860
Deferred income taxes 7,236 7,236
-------- --------
Total current assets 167,711 155,935
Property and equipment, at cost, less accumulated
depreciation of $324,216 and $315,752 284,432 273,258
Goodwill, net 112,035 113,783
Broadcast licenses, net 121,240 123,219
Other intangibles assets, net 15,188 16,829
Other assets 6,552 6,500
-------- --------
Total assets $707,158 $689,524
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 44,944 $ 55,685
Taxes on income (2,456) (1,183)
Accrued compensation 22,803 25,971
Deferred revenue 22,475 19,234
Accrued employee benefits 9,767 11,513
Other current liabilities and current portion
of long-term obligations 18,240 16,130
-------- --------
Total current liabilities 115,773 127,350
Accrued employee benefits 26,662 22,838
Long-term obligations 3,316 3,994
Deferred revenue 2,400 2,403
Deferred income taxes 24,420 24,420
Stockholders' equity:
Common stock - authorized and issued
28,800 shares ($0.125 par value) 3,600 3,600
Retained earnings 547,074 541,993
Treasury stock, at cost (16,087) (37,074)
-------- --------
Total stockholders' equity 534,587 508,519
-------- --------
Total liabilities and stockholders' equity $707,158 $689,524
======== ========
Note: The balance sheet at December 31, 2000 has been derived from the audited financial statements at
that date, but does not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements.
See accompanying notes to consolidated condensed financial statements.
2
JOURNAL COMMUNICATIONS, INC.
Unaudited Consolidated Condensed Statements of Income
(in thousands, except per share amounts)
Three Periods Ended Six Periods Ended
------------------- -----------------
06/17/2001 06/18/2000 06/17/2001 06/18/2000
---------- ---------- ---------- ----------
Revenue $194,849 $192,887 $379,914 $377,838
Costs and expenses:
Cost of sales 108,931 103,270 216,791 204,602
Selling and administrative expenses 65,508 61,492 128,745 121,948
-------- -------- -------- --------
Total costs and expenses 174,439 164,762 345,536 326,550
-------- -------- -------- --------
Operating earnings 20,410 28,125 34,378 51,288
Other income and (expense):
Net interest and dividends 411 (33) 860 112
Net gain (loss) on sales of assets (97) (358) 85 (745)
-------- -------- -------- --------
Total other income and (expense) 314 (391) 945 (633)
-------- -------- -------- --------
Earnings before income taxes 20,724 27,734 35,323 50,655
Provision for income taxes 8,153 10,982 13,898 20,066
-------- -------- -------- --------
Net earnings $ 12,571 $ 16,752 $ 21,425 $ 30,589
======== ======== ======== ========
Weighted average number of common
shares outstanding 28,139 27,011 27,720 27,169
======== ======== ====== ======
Basic and diluted earnings per share $ 0.45 $ 0.62 $ 0.77 $ 1.13
======== ======== ======== ========
Cash dividend per share $ 0.35 $ 0.35 $ 0.70 $ 0.65
======== ======== ======== ========
See accompanying notes to consolidated condensed financial statements.
3
JOURNAL COMMUNICATIONS, INC.
Unaudited Consolidated Condensed Statements of Cash Flows
(in thousands)
Six Periods Ended
-----------------
06/17/2001 06/18/2000
---------- ----------
Cash flow from operating activities:
Net earnings $21,425 $30,589
Adjustments to reconcile net earnings to net
cash provided by operating activities
Depreciation 18,539 18,556
Amortization 5,141 5,439
Net (gain) loss from disposal of assets (85) 745
Net changes in assets and liabilities, excluding effects of
sales and acquisitions
Receivables 1,898 (6,665)
Inventories (4,424) 844
Accounts payable (9,963) (14,303)
Other assets and liabilities 8,894 1,099
------- -------
Net cash provided by operating activities 41,425 36,304
------- -------
Cash flow from investing activities:
Proceeds from sale of assets 4,688 289
Property and equipment expenditures (31,207) (43,217)
Acquisition of businesses -- (5,257)
Other 126 376
------- -------
Net cash used for investing activities (26,393) (47,809)
------- -------
Cash flow from financing activities:
Net increase in line of credit -- 30,540
Net decrease in long-term obligations (1,340) (1,022)
Net (purchases)/sales of treasury stock 24,072 (2,082)
Cash dividends (19,420) (17,644)
------- -------
Net cash provided by financing activities 3,312 9,792
------- -------
Net increase (decrease) in cash and cash equivalents 18,344 (1,713)
Cash and cash equivalents
Beginning of year 12,031 10,108
------- -------
June 17, 2001 and June 18, 2000 $30,375 $ 8,395
======= =======
See accompanying notes to consolidated condensed financial statements.
4
JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
---------------------------------------------------------------
(in thousands)
1. Basis of Presentation
The accompanying consolidated condensed interim financial statements have
been prepared by Journal Communications, Inc. (the Company) pursuant to the
rules and regulations of the Securities and Exchange Commission and reflect
normal and recurring adjustments, which are, in the opinion of the Company,
considered necessary for a fair presentation. As permitted by these
regulations, these statements do not include all information required by
generally accepted accounting principles in the United States to be
included in an annual set of financial statements, however, the Company
believes that the disclosures are adequate to make the information
presented not misleading. It is suggested that these consolidated condensed
financial statements be read in conjunction with the consolidated financial
statements and the notes thereto included in the Company's latest audited
financial statements.
In May 2000, the Emerging Issues Task Force ("EITF") reached a consensus on
Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs."
Effective January 1, 2001, the Company adopted EITF 00-10 and as a result,
amounts billed to a customer in a sale transaction related to shipping
costs and postage are reported as revenue and the related costs reported as
cost of sales. The Company previously reported shipping costs and postage
as a reduction of revenue.
Certain prior year amounts, including shipping and handling costs noted
above, have been reclassified to conform to the 2001 presentation.
Operating results for the six periods ended June 17, 2001 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 2001.
2. Accounting Periods
The Company divides its calendar year into thirteen four-week accounting
periods, except that the first and thirteenth periods may be longer or
shorter to the extent necessary to make each accounting year end on
December 31. The Company follows a practice of publishing its financial
statements at the end of the third accounting period (its first quarter),
at the end of the sixth accounting period (its second quarter), and at the
end of the tenth accounting period (its third quarter).
3. Segment Information (Unaudited)
Three Periods Ended Six Periods Ended
------------------- -----------------
06/17/2001 06/18/2000 06/17/2001 06/18/2000
---------- ---------- ---------- ----------
Revenues
--------
Journal Sentinel Inc $ 52,756 $ 54,715 $104,518 $111,371
Journal Broadcast Group 32,732 35,368 59,577 65,187
Norlight Telecommunications 35,112 27,639 68,902 54,232
IPC Communication Services 26,723 25,287 54,356 51,634
Add Inc. 26,558 27,310 50,134 51,278
NorthStar Print Group 12,738 14,500 26,126 28,191
PrimeNet Marketing Services 8,230 8,068 16,301 15,945
-------- -------- ------- --------
$194,849 $192,887 $379,914 $377,838
======== ======== ======== ========
Earnings (losses) before income taxes
-------------------------------------
Journal Sentinel Inc $ 7,115 $ 10,936 $ 13,925 $ 21,493
Journal Broadcast Group 4,122 7,405 4,131 10,267
Norlight Telecommunications 11,288 8,457 22,182 16,713
IPC Communication Services (2,649) 816 (2,976) 2,478
Add Inc. 1,538 714 509 (500)
NorthStar Print Group (88) 356 (1,477) 300
PrimeNet Marketing Services (112) 82 (233) 363
Corporate (901) (999) (1,598) (571)
Net interest and dividends 411 (33) 860 112
-------- -------- -------- --------
$ 20,724 $ 27,734 $ 35,323 $ 50,655
======== ======== ======== ========
5
JOURNAL COMMUNICATIONS, INC.
Notes to Unaudited Consolidated Condensed Financial Statements
--------------------------------------------------------------
(in thousands)
3. Segment Information, continued
06/17/2001 12/31/2000
---------- ----------
(Audited)
Total assets
Journal Sentinel Inc $121,270 $110,025
Journal Broadcast Group 270,144 279,055
Norlight Telecommunications 114,907 110,399
IPC Communication Services 55,960 57,611
Add Inc. 68,717 70,492
NorthStar Print Group 24,603 27,506
PrimeNet Marketing Services 14,320 14,168
Corporate and Eliminations 37,237 20,268
-------- --------
$707,158 $689,524
======== ========
4. Comprehensive Income (Unaudited)
Three Periods Ended Six Periods Ended
------------------- -----------------
06/17/2001 06/18/2000 06/17/2001 06/18/2000
---------- ---------- ---------- ----------
Net earnings $12,571 $16,752 $21,425 $30,589
Foreign currency translation adjustments 17 (293) (12) (463)
------- ------- ------- -------
Comprehensive income $12,588 $16,459 $21,413 $30,126
======= ======= ======= =======
6
JOURNAL COMMUNICATIONS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Six Accounting Periods Ended June 17, 2001 Compared to Six Accounting Periods
Ended June 18, 2000
Consolidated revenue for the six accounting periods ended June 17, 2001 of
$379.9 million was slightly higher than the same period last year of $377.8
million. Continued increases at Norlight Telecommunications, Inc. (Norlight),
IPC Communication Services (IPC) and PrimeNet Marketing Services (PrimeNet) were
offset by decreases at each of the other reporting companies.
Consolidated year-to-date pretax earnings were $35.3 million, down 30.3% from
$50.7 million for the same period last year. Overall, the Company believes the
sluggish economy is significantly impacting virtually all of our business
segments. In addition, several non-recurring items were recorded in the two
quarters of 2001 compared to the same period in 2000. The Company recorded
expenses in 2001 associated with the sale of certain of the assets of the
Milwaukee division of NorthStar Print Group (NorthStar) and with the
consolidation of two of IPC's United States production facilities into one
operational unit. The Company recorded reserves for litigation and voluntary
workforce reductions at Journal Sentinel Inc. (Journal Sentinel) as well as
increases in the allowance for doubtful accounts at Norlight. In the first
quarter of 2001, there was one less Sunday newspaper. These items reduced
year-to-date pretax earnings by $7.5 million. Every company has responded to the
soft economic conditions by reducing expenses. For example, both Journal
Sentinel and Add, Inc. announced involuntary workforce reductions in the third
quarter of 2001. Management believes that taking the appropriate short-term
expense control actions will help us to take advantage of any rebound in the
economy that may occur.
Journal Sentinel had year-to-date pretax earnings of $13.9 million, down 35.2%
from $21.5 million in the same period last year. The comparison is adversely
impacted by a reserve recorded for voluntary workforce reductions in 2001 and
one additional Sunday newspaper in 2000. The impact of these items represented
$1.6 million. The additional earnings shortfall can be attributed to a revenue
shortfall. Revenue year-to-date was $104.5 million, down $6.9 million from
$111.4 million last year. Classified advertising declined $7.7 million primarily
due to a 27.9% decrease in employment classified advertising from 2000. In
addition, circulation revenue declined by $0.3 million in the two quarters of
2001. These decreases in revenue categories were offset by slight increases in
retail advertising. Included in the revenue shortfall is approximately $2
million of revenue from the extra Sunday newspaper in the first quarter of 2000.
Progress on a new production facility, with an approved cost of up to $106.6
million, is on time and on budget. The building that will house the new KBA
Commander presses and the GMA inserting equipment will be completed in 2001.
Press installation, which is nearly a yearlong process, will begin in early 2002
as the presses begin to arrive from Germany. The Company plans to complete this
project in the fourth quarter of 2002.
Journal Broadcast Group recorded revenue of $59.6 million for the six periods
ended June 17, 2001, an 8.6% decrease from 2000 revenue of $65.2 million. Pretax
earnings in two quarters of 2001 were $4.1 million compared to $10.3 million in
2000. Broadcast cash flow, calculated as pretax earnings plus depreciation and
amortization expense, was $10.4 million compared with $16.6 million a year ago.
Revenue from the television operations for two quarters in 2001 was $28.2
million, compared with $34.2 million in two quarters of 2000, a decrease of
17.6%. The revenue at all four television stations has been impacted by soft
market conditions throughout the television industry. Television earnings before
taxes were $3.9 million in two quarters in 2001 compared with $10.3 million in
2000. The Company believes the cost containment programs in place at all of the
television stations have helped to mitigate the negative impact on earnings from
the slowdown in the economy.
Revenue from the radio operations was $31.4 million and $31 million for the two
quarters of 2001 and 2000, respectively, an increase of 1.3%. Radio operations
reported pretax earnings of $0.2 million in two quarters ended June 17, 2001
compared with breakeven results in 2000. The combination of operating
improvements in the Omaha, Tucson, Knoxville and Boise radio markets and tight
cost controls in all markets has resulted in earnings improvement.
Norlight grew year-to-date revenue by 27% over a year ago, to $68.9 million from
$54.2 million in 2000. Pretax earnings were $22.2 million, a 32.7% increase over
2000. Demand for capacity remains strong; however, the growth has been tempered
by recent financial difficulties in the telecommunication industry. Norlight has
increased their allowance for doubtful accounts by almost $1.3 million since
December 31, 2000.
7
JOURNAL COMMUNICATIONS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, cont.
IPC had revenue of $54.4 million, a 5.3% increase over the same period last
year. However, IPC reported a pretax loss of $3 million in two quarters of 2001
compared to pretax earnings of $2.5 million in the same period last year.
Included in the pretax loss in 2001 are costs for the startup of operations in
Ireland and the consolidation of its Eastern and Western Regions into one
operational unit called US Operations. These items cost over $2.4 million in
2001. In the two quarters of 2001, the Western region recorded a $1.0 million
pretax loss from operations, compared to $0.5 million in pretax earnings in
2000.
Add Inc. recorded year-to-date revenue of $50.1 million and $51.3 million in the
two quarters of 2001 and 2000, respectively. Revenue increases in the Northern
Wisconsin, Vermont, Florida and Connecticut publication regions and the Fox
Cities Newspapers were offset by decreases in the Ohio and Louisiana publication
regions and the CNI group in Southeastern Wisconsin. In addition, revenue at the
Waupaca, Wisconsin print plant increased by $1.7 million in 2001 over the same
period in 2000 from the new press startup that began in early 2000. Add Inc.
continues to develop creative sales and marketing plans and administer tight
cost controls in their publication regions in an effort to grow revenue and
earnings in a year of a weakened economy. Add Inc. recorded year-to-date pretax
earnings of $0.5 million and a pretax loss of $0.5 million in 2001 and 2000,
respectively.
NorthStar recorded year-to-date revenue of $26.1 million compared with $28.2
million in 2000, a decrease of 7.3%. For the six periods in 2001, NorthStar
recorded a pretax loss of $1.5 million compared to pretax earnings of $0.3
million in 2000. On March 2, 2001, the sale of certain of the assets of the
Milwaukee operations was completed. NorthStar continues to operate the label
division, which has operations in Norway, Michigan, and Watertown and Green Bay,
Wisconsin. In the two quarters of 2001, the label division had revenue of $22.8
million compared to $19.7 million in the same period last year. The label
division has been successful securing new business in 2001. However, the
division has reported a year-to-date pretax loss of $0.2 million in 2001
compared to pretax earnings of $0.1 million in 2000.
At PrimeNet, year-to-date revenue of $16.3 million increased 2.2% from $15.9
million in the same period last year. The increase is primarily the result of
the two postal rate increases that occurred in 2001. However, the postal rate
increases have also had a negative impact on sales volume in the two quarters in
2001. A pretax loss of $233,000 was recorded in two quarters of 2001 compared to
pretax earnings of $363,000 in 2000. Both the St. Paul and the Milwaukee
operations recorded a pretax loss while the Clearwater facility recorded pretax
earnings of over $100,000 in the two quarters of 2001.
Nonoperating Income and Taxes
Net interest and preferred stock dividends increased to $860,000 in two quarters
in 2001 compared to $112,000 in the same period last year. The increase in
interest income is attributed to an increase in cash and cash equivalents
balances and interest received from the refund of federal corporation income
taxes. The year-to-date effective tax rate was 39.3% in 2001 compared to 39.6%
in the same period in 2000. The change is the result of implementing strategies
that reduced state income taxes, the impact of foreign net operating losses and
permanent tax differences.
Liquidity and Capital Resources
Cash provided by operations was $41.4 million in two quarters in 2001 compared
to $36.3 million in two quarters in 2000. The increase in cash from operations
primarily came from changes in current assets and liabilities such as decreases
in accounts receivable and prepaid expenses and changes in accounts payable
balances. Cash from operations primarily is used to invest in capital projects,
acquire businesses and pay dividends to unitholders.
Cash used for investing purposes was $26.4 million year-to-date in 2001 compared
to $47.8 million during the same time period in 2000. The Company continues to
invest in technology that will provide additional capacity to the Norlight fiber
optic network and the building of the new Journal Sentinel production facility.
Cash provided by financing was $3.3 million in two quarters of 2001 compared
with $9.8 million in the same period in 2000. The Company sold more shares of
treasury stock in 2001 compared with the same period in 2000. The Company
decreased its borrowing on its line of credit by $16.1 million since the end of
the first quarter on March 25, 2001.
As of June 17, 2001, the balance outstanding under the Company's $45 million
credit facility was $0. The Company expects to have minimal borrowings under the
line of credit throughout the remainder of the year. Cash provided from
operations and from the sale of treasury stock is expected to contribute to the
Company's cash flow to fund its capital expenditures of property and equipment,
including payments for the new Journal Sentinel production facility, and other
general corporate purposes.
8
JOURNAL COMMUNICATIONS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED
FINANCIAL CONDITION AND RESULTS OF OPERATIONS, cont.
Recent Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations" and SFAS No. 142, "Accounting for Goodwill and Other
Intangible Assets" (the Statements). The Statements require new accounting for
business combinations that, among other things, will change the accounting for
goodwill and other intangibles recorded in business acquisitions. The Company
plans to adopt SFAS No.141 as of the effective date of the statement and
estimates that the effect of the adoption will not be material to its results of
operations, financial position or cash flows.
An important part of SFAS No. 142 is that amortization of goodwill and the cost
of acquired broadcast licenses determined to have indefinite lives will cease
effective January 1, 2002 for assets acquired prior to June 30, 2001. In
addition, goodwill and broadcast licenses acquired after June 30, 2001 will be
subject immediately to the nonamortization provisions of this statement. Rather
than amortizing these assets, goodwill and broadcast licenses will be reviewed
for impairment using a "market value" approach. As our amortization of goodwill
and broadcast licenses is a significant non-cash expense that we currently
record, SFAS No. 142 should have a materially favorable impact on our results of
operations and, ultimately, our net equity.
Ninety percent of the Company's common stock is owned by the Journal Employees'
Stock Trust (the Trust), which offers employees of the Company the opportunity
to indirectly own a part of the Company by owning units of beneficial interest
(units) in shares of the Company's common stock. Under the agreement that
governs the Trust, the price at which holders may buy or offer to sell units
under the Trust is determined by a formula based on the net equity (which the
Trust refers to as "book value") and net income of the Company. As a result, to
the extent SFAS 142 materially affects the Company's net income and net equity,
it would also affect the price of units.
Forward Looking Statements
This Interim Report on Form 10-Q contains forward-looking statements that may
state Journal Communications, Inc.'s or management's current expectations. These
statements are subject to certain risks, trends, and uncertainties that could
cause actual results to differ materially from those anticipated. Among such
risks, trends, and uncertainties are changes in advertising demand, newsprint
prices, interest rates, regulatory rulings, the outcome of pending or future
litigation, the availability of quality broadcast programming at competitive
prices, changes in the terms and conditions of network affiliation agreements,
quality and rating of network over-the-air broadcast programs to the Company's
customers, economic conditions and the effect of acquisitions, investments, and
dispositions on the Company's results of operations or financial condition. The
words "believe," "expect," "anticipate," "intends," "plans," "should," "could,"
"projects," "considers," and similar expressions generally identify
forward-looking statements. Readers are cautioned not to place undue reliance on
such forward-looking statements, which are as of the date of this filing.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK
No material changes to the disclosure made in the Company's annual report on
Form 10-K for the year ended December 31, 2000.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
No update since last filing.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
9
JOURNAL COMMUNICATIONS, INC.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On June 5, 2001, the Company held its Annual Meeting of Stockholders (Annual
Meeting) for the purpose of (1) electing twenty-eight directors. Steven J.
Smith and Douglas G. Kiel, as the designated proxies, voted the shares of common
stock of Journal Communications, Inc., as they were instructed by the
shareholders and unitholders of the Company and the Trustees of the Journal
Employees Stock Trust. 90% of all shares eligible to vote were represented at
the Annual Meeting in person or by proxy. All nominees for Director were elected
by the affirmative vote of at least 98% of the shares voted.
The following nominees were elected to the Board of Directors for the 2001-2002
term:
Todd K. Adams Carl D. Gardner Mark J. Keefe David G. Meissner
David A. Anderson Richard J. Gasper Douglas G. Kiel Ulice Payne, Jr.
Paul M. Bonaiuto Cynthia L. Gault Kenneth L. Kozminski Roger D. Peirce
Bernadette L. Carpenter Douglas T. Golner Paul E. Kritzer James P. Prather
James J. Ditter Troy A. Hartfiel Susan M. Krotts Steven J. Smith
Robert M. Dye Stephen O. Huhta Ronald G. Kurtis Keith K. Spore
James L. Forbes Margaret M. Jones Sandra J. Lloyd Karen O. Trickle
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
(4.1) The Journal Employees' Stock Trust Agreement dated May 15,
1937, as amended.
(4.2) Amendments to Journal Employees' Stock Trust Agreement as
approved by unitholders on June 5, 2001.
(b) Reports on Form 8-K
None.
10
JOURNAL COMMUNICATIONS, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JOURNAL COMMUNICATIONS, INC.
Registrant
Date July 30, 2001 /s/ Steven J. Smith
------------------ ---------------------------------------
Steven J. Smith, Chairman and Chief
Executive Officer
Date July 30, 2001 /s/ Paul M. Bonaiuto
------------------ ---------------------------------------
Paul M. Bonaiuto, Executive Vice President
and Chief Financial Officer
11
EXHIBIT INDEX
Exhibit No. Description
(4.1) The Journal Employees' Stock Trust Agreement dated May 15,
1937, as amended (incorporated by reference to Exhibit 4.1
to the Quarterly Report on Form 10-Q of Journal Employees'
Stock Trust for the quarter ended June 30, 2001 [Commission
File No. 0-7832]).
(4.2) Amendments to Journal Employees' Stock Trust Agreement as
approved by unitholders on June 5, 2001 (incorporated by
reference to Exhibits B through E to the Definitive Proxy
Statement of the Journal Employees' Stock Trust and Journal
Communications, Inc. included in the Schedule 14A filed
jointly on April 30, 2001).
12