SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 2001
Commission File Number: 0-7832
JOURNAL EMPLOYEES' STOCK TRUST
(Exact name of Registrant as specified in its charter)
Wisconsin 39-0382060
- ------------------------ ----------------------
(State of incorporation) (I.R.S. Employer
identification number)
333 West State Street, Milwaukee, Wisconsin 53203
- ------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (414) 224-2374
Securities registered pursuant to Section 12(b) of the Act:
NONE
----
Securities registered pursuant to Section 12(g) of the Act:
Units of Beneficial Interest
----------------------------
(title of class)
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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates of
Registrant:
Not Applicable.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of March 6, 2002:
Class Outstanding at March 6, 2002
----- ----------------------------
Units of Beneficial Interest 25,920,000
Documents Incorporated by Reference
Portions of Parts I, II and III are incorporated by reference to the Annual
Report of Journal Communications, Inc. on Form 10-K for the year ended December
31, 2001, filed herewith as Exhibit 99.1. Portions of Part III are incorporated
by reference to the Proxy Statement of Journal Communications, Inc., for the
2002 Annual Meeting of Journal Communications, Inc., to be filed as Exhibit 99.2
upon its publication no later than April 30, 2002.
FORWARD-LOOKING STATEMENTS
This Annual Report (including information we incorporate in it by reference) on
Form 10-K contains statements which we believe are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements may state the current expectations of the Journal Employees'
Stock Trust (the Stock Trust) or its trustees or of Journal Communications, Inc.
(the Company) or its management. All statements other than statements of
historical fact, including statements regarding our future financial position,
business strategy, budgets, projected costs and plans and objectives of
management for future operations, are forward-looking statements. When used in
this Annual Report, the words such as "may," "will," "intend," "anticipate,"
"believe," or "should" and similar expressions are generally intended to
identify forward-looking statements. These statements are not guarantees of
future performance and are subject to risks, uncertainties and other factors,
some of which are beyond the Company's control. These risks, uncertainties and
other factors could cause actual results to differ materially from those
expressed or implied by those forward-looking statements. Among such risks,
uncertainties and other factors 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 network affiliation agreements, changes in regulations
governing the number of broadcast licenses a person may control, quality and
rating of network over-the-air broadcast programs available to the Company's
customers, energy costs, effects of the rapidly changing nature of the
telecommunications, newspaper, and broadcast industries, other economic
conditions and the availability and effect of acquisitions, investments, and
dispositions on the Company's results of operations or financial condition.
Readers are cautioned not to place undue reliance on such forward-looking
statements, which are as of the date of this report.
PART I
ITEM 1. BUSINESS
The Registrant is a trust (the Stock Trust) created under the Journal Employees'
Stock Trust Agreement, dated May 15, 1937, as amended (the Trust Agreement), by
all of the stockholders of The Journal Company, Inc. (now known as Journal
Communications, Inc.), a Wisconsin corporation. Its creation was due to the
determination of Harry J. Grant, Chairman of the Company from 1935 to his death
in 1963, to offer employees the opportunity to become partners in ownership of
the Company. The purpose of the Stock Trust and the Trust Agreement is to enable
eligible employees to enjoy a beneficial interest in the shares of the Company's
common stock, to vote those shares in certain instances, to take part in the
benefits of ownership, such as capital accumulation and discretionary dividends,
and to control the transfer of units of beneficial interest outside the
Company's active employee group. Employees own units of beneficial interest
(units) representing beneficial interests in the Stock Trust. The intent is to
2
promote stability and continuity of management and control of the Company in the
interest of the Company, the descendants of Harry J. Grant (Grant family
stockholders) and its employee owners (unitholders). Among other consequences of
that stability and continuity, the Company remains an independent company, and
its media businesses can express independent editorial voices.
A unit is different than a share of common stock offered by publicly traded
companies. Units cannot be traded on the open market. In general, a unit only
can be sold to another employee or to the Company. A unit does not provide a
unitholder with all of the rights typically associated with stock ownership. The
Trust Agreement governs all aspects of unitholders' rights and obligations.
In 1937, the stockholders deposited 25% of the Company's outstanding common
stock in the Stock Trust for units reflecting beneficial ownership in the 25% of
the Company's common stock held by the Stock Trust. The units were then sold to
employees. Similar deposits of the Company's common stock and sales of units in
subsequent years have increased the number of shares of the Company's common
stock deposited in the Stock Trust to 90% of the outstanding common stock, or
25,920,000 shares, and an equal number of units have been issued in exchange.
There is one share of the Company's common stock in the Stock Trust for every
unit issued. Employees take part in the employee ownership program by buying
units in the Stock Trust. The Grant family stockholders own the remaining 10% of
the Company's common stock.
The Company and the Grant family stockholders are also eligible to purchase and
hold units. In addition, employee benefit trusts established by the Company or
its subsidiaries or established by employees to provide retirement benefits and
other trusts for the benefit of individual beneficiaries or charity are eligible
to own units.
OVERSIGHT OF THE STOCK TRUST
The Stock Trust is administered by five trustees who currently are each an
officer and a director of the Company. It engages in no business other than
being the holder of record of the Company's common stock, issuing units in
exchange for shares of the Company's common stock, and in limited instances,
voting shares of the Company's common stock held by it.
A trustee holds office until resignation, termination of employment, death,
incapacity or prolonged absence from the United States or until he or she ceases
to be an owner of one or more units. Successor trustees are elected by the
trustees remaining in office or, if there are none so remaining or if those
remaining fail to act within one month of a vacancy, by majority vote of the
units owned by active employee unitholders and employee benefit trusts. The
trustees receive no remuneration for their service as trustees. See Item 10,
"Directors and Executive Officers of the Registrant."
3
The Company intends to pay all administrative costs of the Trust Agreement, and
so long as that continues neither the Company nor the Stock Trust will impose
any charges or deductions for administration against unitholders or against
trust assets. There are no liens on any trust assets. However, unitholders may
pledge units to secure loans in accordance with procedures established by the
trustees.
For a further discussion of the Stock Trust's operation and unit ownership, see
Item 5, "Market for Registrant's Common Stock and Related Stockholder Matters,"
and Item 12, "Security Ownership of Certain Beneficial Owners and Management,"
in the Annual Report of the Company on Form 10-K, filed herewith as Exhibit 99.1
and incorporated herein by reference.
ITEM 2. PROPERTIES
The Registrant owns no physical properties. Its records are kept and its
administrative functions are performed in the offices of the Company in
Milwaukee, Wisconsin.
ITEM 3. LEGAL PROCEEDINGS
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
SECURITYHOLDER MATTERS
PURCHASES AND SALES OF UNITS
All purchases and sales of units are transacted at the option price set forth by
the Trust Agreement, typically the option price in effect at the time of the
transaction. The option price is based upon a formula prescribed within the
Trust Agreement. The formula uses the Company's book value and the past five
year's net income as factors in calculating the option price. An option price is
calculated approximately every four weeks.
After a 90-day waiting period, full-time employees of the Company and its
subsidiaries are eligible to take part in the employee-ownership program.
Part-time employees are eligible to buy units if they have 1,000 or more hours
of service during each of the two then most recent calendar years. As the
Company adds new operations and companies, their employees become eligible for
employee-ownership under these rules. The Company and the Grant family
stockholders are also eligible to purchase and hold units. In addition, employee
benefit trusts established by the Company or its subsidiaries or
4
established by employees to provide retirement benefits and certain other trusts
for the benefit of individual beneficiaries or charities are eligible to own
units.
The Company has offered units to eligible employees on a rotation basis. A
rotation schedule determines the time the Company will make the offering to the
group to which each employee has been assigned for purposes of the
employee-ownership rotation. Most often, the Company assigns all the employees
of a given business unit to the same group, which only includes employees from
that business unit. However, in some cases, the Company may divide the employees
of a business unit into two or more groups for rotation purposes. The frequency
of the rotation and the number of units offered to employees depends on the
number of units that the Company has, or anticipates having, available to sell
and the number of units that the Company desires to sell because the Company may
choose to retain rather than sell units.
In addition to offering units to employees on a rotation basis, the Company may
allow participants in some incentive plans to use all or a portion of a cash
incentive award to purchase units. For this purpose, units have been valued at
the formula option price then in effect. Units that participants acquire in this
manner are subject to all terms, conditions, restrictions and rights of units
and unitholders.
All units are subject to mandatory offers to sell upon termination of employment
and to restrictions on their resale. In general, the Trust Agreement requires
that an employee must offer to sell his or her units back when he or she retires
or otherwise terminates employment and that employees sell units only to certain
classes of eligible purchasers. For this purpose, termination occurs when one
ceases to be an employee of the Company or its subsidiaries. Employees that
retire, as defined by the Journal Communications, Inc. Employees' Pension Plan,
may hold a pro rata share of their units for up to ten years after their
retirement from the Company. In such circumstances, the cumulative number of
units that a retired employee must offer to sell increases in equal increments
of ten percent each year for ten years beginning on the first anniversary of the
employee's retirement. Employees that are terminated because of downsizing,
restructuring, reorganization, job elimination, divestiture, outsourcing or
similar event in each case that results in the termination of a sufficient
number of employees (as determined by the trustees at their sole discretion) may
hold a pro rata portion of units for a period of up to five years after such
termination, depending on the number of years the employee has owned units.
Employees that terminate their employment for reasons other than retirement or
for downsizing, restructuring, etc. are required to offer to sell all of their
units immediately.
The Trust Agreement provides that, when a unitholder offers to sell units,
certain persons may have the option to purchase the units at the formula option
price in accordance with procedures and time periods that the Trust Agreement
prescribes. Persons who may have the option to purchase units include employees
designated by the President of the Company or the Board of Directors, the Grant
family stockholders and the Company. Where the Trust Agreement requires a
unitholder to offer to sell units, the Company's
5
option to purchase the units extends for five years. While it is not obligated
to so, recent practice has been that the Company elects to immediately purchase
units offered for sale, and the Company then resells the units to other
employees as described above.
UNITHOLDERS' RIGHTS AND RESTRICTIONS
Each unit entitles its holder to the rights set forth in the Trust Agreement,
which, to some extent, are similar to rights associated with one share of the
Company's common stock and are subject to certain limitations in the Trust
Agreement.
Unitholders do not have preemptive rights, the right to maintain a proportionate
interest in the Company or the Stock Trust, with respect to the units that the
Company or unitholders sell in accordance with the Trust Agreement. Unitholders
also do not have the right to force the Company or the Stock Trust to purchase
from them units or the underlying shares of the Company's common stock, and
neither units nor shares are convertible into cash or any other security.
However, the Grant family stockholders may convert their shares into a
proportionate number of units and may reconvert the units so issued into shares
at any time.
The Stock Trust, as holder of the Company's common stock, is entitled to such
dividends as the Board of Directors of the Company may declare in its
discretion. The trustees in turn must pass the dividends (other than stock
dividends) through to the unitholders as soon as practicable after receipt
(stock dividends are retained by the Stock Trust.) If the Company delivers any
shares of its common stock to the Stock Trust through a stock dividend or stock
split, then the Stock Trust retains those shares. Upon the receipt of such
shares, the trustees distribute additional units to the unitholders so as to
retain the relationship of one unit for each share of the Company's common
stock. At the direction of the trustees, the Company has paid all dividends
directly to the unitholders. The Stock Trust, as such, pays no dividends. The
payment of future dividends will depend upon the Company's earnings, its
financial position, its need for cash for capital expenditures or acquisitions
and other relevant factors. Accordingly, the Company may reduce the dividend
payment rate or terminate the payment of dividends at any time.
The Stock Trust, as holder of the Company's common stock, is entitled to one
vote per share in the election of directors and in all matters requiring a vote
of the stockholders of the Company. When the trustees receive notice of any
meeting of the Company's stockholders, the Trust Agreement requires them to
issue to each active employee unitholder a proxy empowering him or her to vote
the number of shares in which his or her units represents an interest.
From time to time the Stock Trust holds meetings of its unitholders to vote with
respect to proposed amendments to the Trust Agreement. In addition, there must
be a meeting of unitholders prior to terminating the Trust Agreement. Each
active employee unitholder and certain employee benefit trusts may vote the
6
number of units the unitholder owns. Unitholders may vote by proxy at these
meetings. The Trust Agreement may only be amended or terminated if all of the
following vote to amend or terminate it: two-thirds of the outstanding units
that active employees and certain employee benefit trusts established by
employees hold; all of the trustees; and 80% of the shares of the Company's
common stock that the Grant family stockholders hold. The Company does not vote
at meetings of unitholders, and its approval is not required to amend or
terminate the Trust Agreement. Under the Trust Agreement, it would be very
difficult, if not impossible, for the trustees to sell or otherwise permanently
dispose of any shares of the Company's common stock that the Stock Trust holds.
If active employee unitholders and employee benefit trust owners of at least
two-thirds of the units then outstanding owned by such holders authorize a sale
of their units, then their units will be offered, successively, to any employee
unitholder and employee benefit trust owner of units who did not consent to the
proposed sale or other permanent disposition (nonconsenting eligibles) and the
Grant family stockholders. If any units remain unsold, first the nonconsenting
eligibles and then the Grant family stockholders have a second opportunity to
purchase. Finally, if any units still remain, then the Company may purchase
them. All of these purchases would be made at the formula option price as set
forth in the Trust Agreement.
If the Company liquidates or dissolves, then the Stock Trust, as holder of the
Company's common stock, is entitled to a pro rata share of the assets available
for distribution on the Company's common stock. In addition, if the Company
liquidates or dissolves or if the Stock Trust terminates as a result of a sale
or other disposition of all or any part of the Company's common stock that the
Stock Trust holds, then the unitholders will receive a pro rata distribution of
the assets of the Stock Trust (or of the proceeds of any partial disposition),
less any amounts withheld for taxes, expenses and other charges.
For additional information see Item 5, "Market For Registrant's Common Stock and
Related Stockholder Matters," of the Company's Annual Report, on Form 10-K,
filed herewith as Exhibit 99.1 and incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
None.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
None.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None.
7
ITEM 8. FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA
The Financial Statements with accompanying Report of Independent Auditors are
presented on the pages immediately following.
8
Journal Employees' Stock Trust
Statements of Financial Position
December 31
2001 2000
------------ ------------
Assets $ - $ -
============ ============
Liabilities $ - $ -
============ ============
See accompanying notes.
9
Journal Employees' Stock Trust
Statements of Trust Activity
Year ended December 31
2001 2000 1999
----------- ----------- -----------
Dividends on common stock
of Journal Communications, Inc.
held by the Stock Trust $33,977,902 $32,877,342 $28,002,626
=========== =========== ===========
Dividends to holders of units of
beneficial interest $33,977,902 $32,877,342 $28,002,626
=========== =========== ===========
Dividends per share $1.35 $1.35 $1.14
See accompanying notes.
10
Journal Employees' Stock Trust
Statements of Cash Flows
Year ended December 31
2001 2000 1999
------------- ------------- -------------
Sources of cash:
Receipts from purchasers of
units of beneficial interest $ 186,177,946 $ 167,952,451 $ 118,444,786
Dividends received from
Journal Communications, Inc. 33,977,902 32,877,342 28,002,626
------------- ------------- -------------
220,155,848 200,829,793 146,447,412
Uses of cash:
Disbursements to sellers of
units of beneficial interest (186,177,946) (167,952,451) (118,444,786)
Dividends paid to holders of
units of beneficial interest (33,977,902) (32,877,342) (28,002,626)
------------- ------------- -------------
(220,155,848) (200,829,793) (146,447,412)
Net change in cash - - -
Cash at beginning of year - - -
------------- ------------- -------------
Cash at end of year $ - $ - $ -
============= ============= =============
See accompanying notes.
11
Journal Employees' Stock Trust
Notes to Financial Statements
Year ended December 31, 2001
1. ORGANIZATION
The only business of Journal Employees' Stock Trust (the Stock Trust), under the
Journal Employee Stock Trust Agreement, dated May 15, 1937, as amended (the
Trust Agreement), is being the holder of record of common stock of Journal
Communications, Inc. (the Company), the issuance of units of beneficial interest
(units) in exchange for shares of the Company's common stock, and, in limited
instances, voting shares of the Company's common stock held by it. The Stock
Trust is administered by five trustees who are currently officers and directors
of the Company and receive no remuneration for services performed for the Stock
Trust. The trustees are required to distribute all Stock Trust income
(consisting solely of dividends paid by the Company), less such amounts as the
trustees deem necessary for payment of administrative expenses, as soon as
practicable after receipt. Since its origination, substantially all expenses of
the Stock Trust have been paid by the Company, and cash dividends payable to the
Stock Trust have been paid by the Company directly to the employees who own
units (unitholders). The Stock Trust distributes all of its income and,
therefore, pays no income taxes under applicable income tax codes.
2. COMMON STOCK OF THE COMPANY
The Stock Trust is the holder of record of ninety percent of the Company's
common stock. The Stock Trust has issued one unit for each share of common stock
which the Stock Trust holds. The Company offers such units to its employees or
employees of its subsidiaries (employees).
3. UNITHOLDERS' SALES OF UNITS OF BENEFICIAL INTEREST
Unitholders may sell their units only in accordance with the terms and
conditions of the Trust Agreement. Since 1996, the procedure under which
employees have bought and sold units has essentially been that the Company has
purchased units under the Trust Agreement and resold them to active employees in
lieu of the Trust Agreement's more cumbersome procedure under which selling
unitholders sell units directly to "optionees" designated in accordance with the
Trust Agreement. Purchases and sales of units by the Company are made at the
formula price as set forth by the Trust Agreement. Payments for units sold by
unitholders are deposited with the Stock Trust by the purchaser and remitted by
the Stock Trust to the seller.
12
Journal Employees' Stock Trust
Notes to Financial Statements
4. COMMON STOCK HELD AND TRUST CERTIFICATES OUTSTANDING
At December 31, 2001 and 2000, the Stock Trust held 25,920,000 shares of the
Company's common stock and has issued certificates evidencing a like number of
units of beneficial interest.
13
Report of Independent Auditors
The Trustees
Journal Employees' Stock Trust
We have audited the accompanying statements of financial position of Journal
Employees' Stock Trust (the Stock Trust) as of December 31, 2001 and 2000, and
the related statements of trust activity and cash flows for each of the three
years in the period ended December 31, 2001. These financial statements are the
responsibility of the trustees of the Stock Trust. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by the trustees, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Journal Employees' Stock Trust
at December 31, 2001 and 2000, and trust activity and cash flows for each of the
three years in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States.
ERNST & YOUNG LLP
/s/ Ernst & Young LLP
Milwaukee, Wisconsin
January 25, 2002
14
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
All trustees are directors of the Company and have been employed by the Company,
in key management positions, for at least five years. Following are the names
and ages of the trustees and the year in which each became a stock trustee and
the positions held by each during the past five years with the Company.
STEVEN J. SMITH (51)
Trustee since March 1990; Chairman of the Board of Directors of the Company
since December 1998 and Chief Executive Officer since March 1998; President of
the Company from September 1992 to December 1998; Director of the Company since
1987.
DOUGLAS G. KIEL (53)
Trustee since March 1995; President of the Company since December 1998; Chief
Executive Officer of Journal Broadcast Group* since December 2001; Executive
Vice President of the Company between June 1997 and December 1998; President of
Journal Broadcast Group, Inc.* from June 1992 to December 1998; Director of the
Company since 1991.
PAUL M. BONAIUTO (51)
Trustee since February 1996; Executive Vice President of the Company since June
1997 and Chief Financial Officer since January 1996; Senior Vice President of
the Company between March 1996 and June 1997; Director of the Company since June
1993.
KEITH K. SPORE (59)
Trustee since January 1999; Director and Senior Vice President of the Company
and President of Journal Sentinel Inc.* since September 1995; Publisher of the
Milwaukee Journal Sentinel since June 1996.
JAMES J. DITTER (40)
Trustee since July 1999; Director and Vice President of the Company since
September 1995; President of Norlight Telecommunications, Inc.* since September
1995.
- -----------------------------------------
*A subsidiary of the Company
15
ITEM 11. EXECUTIVE COMPENSATION
The five trustees, all employees of the Company, do not receive any compensation
in their capacity as trustee. Information about compensation paid to some of
these trustees by the Company, in such trustees' capacities as employees of the
Company, will be presented in the Proxy Statement of the Company, to be filed as
Exhibit 99.2 no later than April 30, 2002, and incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Information in response to this item is incorporated herein by reference to the
Company's Proxy Statement, which will be filed with the Securities and Exchange
Commission no later than April 30, 2002.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) l. Financial Statements and Schedules
The financial statements and schedules listed in the accompanying
index are filed as part of this annual report. All schedules are
omitted since the required information is not present, or is not
present in amounts sufficient to require submission of the schedule,
or because the information required is included in the financial
statements and notes thereto.
2. Exhibits
The exhibits listed in the accompanying index to exhibits are filed as
part of this annual report on Form 10-K.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the quarter
ended December 31, 2001.
16
JOURNAL EMPLOYEES' STOCK TRUST
INDEX TO FINANCIAL STATEMENTS,
FINANCIAL STATEMENT SCHEDULES
AND EXHIBITS
(Item 14(a))
1. Financial Statements Form 10-K Page
-------------------- --------------
Statements of Financial Position at
December 31, 2001 and 2000 9
Statements of Trust Activity for each of the three
years in the period ended December 31, 2001 10
Statements of Cash Flows for each of the three
years in the period ended December 31, 2001 11
Notes to Financial Statements at December 31, 2001 12-13
2. Financial Statement Schedules None
-----------------------------
3. Exhibits
(3.1) Articles of Association of Journal Communications, Inc., as amended
(incorporated by reference to Exhibit 3.1 to Journal Communications,
Inc.'s annual report on Form 10-K for the year ended December 31,
1995 [Commission File No. 0-7831]).
(3.2) By-Laws of Journal Communications, Inc. (incorporated by referenced
to Exhibit 3.1 to Journal Communications, Inc.'s Current Report on
Form 8-K dated March 5, 1996 [Commission File No. 0-7831]).
(4.1) The Journal Employees' Stock Trust Agreement dated May 15, 1937, as
amended (incorporated by reference to Exhibit 4.1 of the Quarterly
Report on Form 10-Q of the Journal Employees' Stock Trust for the
quarter ended June 30, 2001).
(23) Consent of Ernst & Young LLP, Independent Auditors, filed herewith.
(99.1) Annual Report to Shareholders of Journal Communications, Inc., on
Form 10-K, filed herewith (incorporated by reference to the annual
report on Form 10-K of Journal Communications, Inc. for the year
ended December 31, 2001 [Commission File No. 0-7831]).
(99.2) Proxy Statement of Journal Communications, Inc., to be filed upon
its publication no later than April 30, 2002.
17
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Annual Report to be
signed on its behalf by the undersigned, hereunto duly authorized.
JOURNAL EMPLOYEES' STOCK TRUST
By: /s/ Steven J. Smith
---------------------------------
Steven J. Smith, Trustee
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated:
TRUSTEES OF JOURNAL EMPLOYEES' STOCK TRUST
/s/ Steven J. Smith March 28, 2002
- -------------------------------
Steven J. Smith
/s/ Douglas G. Kiel March 28, 2002
- -------------------------------
Douglas G. Kiel
/s/ Paul M. Bonaiuto March 28, 2002
- -------------------------------
Paul M. Bonaiuto
/s/ Keith K. Spore March 28, 2002
- -------------------------------
Keith K. Spore
/s/ James J. Ditter March 28, 2002
- -------------------------------
James J. Ditter
18