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, 2002
Commission File Number: 0-7832
JOURNAL EMPLOYEES' STOCK TRUST
----------------------------------------------------
(Exact name of Registrant as specified in its charter)
Wisconsin 39-0382060
--------- ----------
(State of organization) (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. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes No X
--- ---
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter. Not applicable.
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of March 31, 2003:
Class Outstanding at March 31, 2003
----- -----------------------------
Units of Beneficial Interest 25,920,000*
*2,884,263 of which were held by Journal Communications, Inc. in treasury.
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, 2002, filed herewith as Exhibit 99.1. Portions of Part III are incorporated
by reference to the Proxy Statement of Journal Communications, Inc., for the
2003 Annual Meeting of Journal Communications, Inc., to be filed as Exhibit 99.2
upon its publication no later than April 30, 2003.
1
Forward-Looking Statements
Our primary business is being the holder of record of certain shares of common
stock of Journal Communications, Inc. (the Company), the issuance of, record
keeping and transactions in units of beneficial interest that represent shares
of common stock of the Company, and such other matters as are specified in the
Journal Employees Stock Trust Agreement, dated May 15, 1937, as amended (the
Trust Agreement). As a result, our results of operations and financial condition
are directly related to and impacted by the results of operations and financial
condition of the Company. We make certain statements in this Annual Report on
Form 10-K (including the information that we incorporate by reference herein)
that are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. We intend these forward-looking
statements to be covered by the safe harbor provisions for forward-looking
statements contained in that Act, and we are including this statement for
purposes of those safe harbor provisions. These forward-looking statements
generally include all statements other than statements of historical fact,
including statements regarding the Company's future financial position, business
strategy, budgets, projected revenues and expenses, expected regulatory actions
and plans and objectives of management for future operations. We use words such
as "may," "will," "intend," "anticipate," "believe," or "should" and similar
expressions in this Annual Report on Form 10-K 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
control of us or the Company. 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 that may impact the Company (and therefore, impact us) are the
following:
o changes in advertising demand;
o changes in newsprint prices and other costs of materials;
o changes in federal or state laws and regulations or their
interpretations (including changes in regulations governing the number
and types of broadcast and cable system properties, newspapers and
licenses that a person may control in a given market or in total);
o the availability of quality broadcast programming at competitive
prices;
o changes in network affiliation agreements;
o quality and rating of network over-the-air broadcast programs
available to our customers;
o effects of the loss of commercial inventory resulting from
uninterrupted television news coverage and potential advertising
cancellations due to war or terrorist acts;
2
o effects of the rapidly changing nature of the publishing,
broadcasting, telecommunications and printing industries, including
general business issues and the introduction of new technologies;
o effects of bankruptcies and government investigations on customers for
our telecommunications wholesale services;
o the ability of regional telecommunications companies to expand service
offerings to include intra-exchange services;
o changes in interest rates;
o the outcome of pending or future litigation;
o energy costs;
o the availability and effect of acquisitions, investments, and
dispositions on our results of operations or financial condition; and
o changes in general economic conditions.
We caution you not to place undue reliance on these forward-looking statements,
which we have made as of the date of this Annual Report on Form 10-K.
PART I
ITEM 1. BUSINESS
----------------
The Registrant is a trust (the Stock Trust) created under the Trust Agreement by
all of the shareholders of the Company. 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 obtain a beneficial interest in
ownership of the Company. The purpose of the Stock Trust and the Trust Agreement
is to promote and facilitate the acquisition and ownership of a beneficial
interest in Company stock by Company employees and to promote stability and
continuity of management and control of the Company in the interest of the
Company, its shareholders and employees. Among other consequences of that
stability and continuity, the Company remains an independent company, and its
media businesses can express independent editorial voices.
Employees own units of beneficial interest (units) representing beneficial
interests in the Stock Trust. A unit is different than a share of common stock
offered by publicly traded companies. Units cannot be traded on the open market.
In most circumstances, a unit only can be sold to another employee, the Grant
family shareholders 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. The Trust Agreement
is filed as an exhibit hereto and is incorporated by reference herein.
3
In 1937, the Company's shareholders sold 25% of the Company's outstanding common
stock to the Stock Trust. The Stock Trust then issued 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 sales of the Company's
common stock by the Grant family and other shareholders to the Stock Trust have
increased the number of shares of the Company's common stock owned by the Stock
Trust to 90% of the outstanding common stock, or 25,920,000 shares, and an equal
number of units have been issued. 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
shareholders own the remaining 10% of the Company's common stock.
The Company and the Grant family shareholders are also eligible to purchase and
hold units. In addition, employee benefit trusts established by the Company, its
subsidiaries or its employees to provide retirement benefits, and other trusts
for the benefit of individual beneficiaries or charity, are eligible to own
units.
On October 25, 2002, the Company's board of directors directed management and
the Company's financial adviser to explore potential sources for additional
permanent capital for the Company. The Company indicated at that time that it
expected the process could take from six to nine months. As a result, the
Company suspended the purchase and sale of units under the Trust Agreement while
the Company explores additional permanent capital.
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."
The Company has paid and intends to continue to pay all administrative costs of
the Stock Trust, and so long as that continues neither the Company nor the Stock
Trust will impose any charges or deductions for these items and liabilities
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
the Trust Agreement and upon terms offered by lenders.
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,"
of this Annual Report on Form 10-K, and also see Item 5, "Market for
Registrant's Common Stock and Related Stockholder Matters," and Item 12,
"Security Ownership of Certain Beneficial
4
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.
More information regarding the Company is available at its website at
www.jc.com. The Company's annual report on Form 10-K, quarterly reports on Form
10-Q, current reports on Form 8-K and any amendments to those reports are made
available to the public at no charge through a link appearing on the Company's
website. The Company provides access to such material through its website as
soon as reasonably practicable after it electronically files such material with,
or furnishes it to, the Securities and Exchange Commission.
ITEM 2. PROPERTIES
------------------
The Stock Trust 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.
5
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. 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, its employees become eligible for
employee-ownership under these rules. The Company and the Grant family
shareholders 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 certain other trusts for the
benefit of individual beneficiaries or charities are eligible to own units.
In recent years, the Company offered units to eligible employees on a rotation
basis. A rotation schedule determined the time the Company would make the
offering to the group to which each employee had been assigned for purposes of
the employee-ownership rotation. Most often, the Company assigned all the
employees of a given business unit to the same group, which only included
employees from that business unit. However, the Company reserved the right to
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 depended on the number of units that the Company had, or anticipated
having, available to sell and the number of units that the Company desired to
sell.
In addition to offering units to employees on a rotation basis, the Company from
time to time allowed participants in some incentive plans to use all or a
portion of a cash incentive award to purchase units. For this purpose, units
were valued at the option price then in effect. Units that participants acquired
in this manner are subject to all terms and conditions of the Trust Agreement.
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 when he or she retires or
otherwise terminates employment and that employees sell units only to certain
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 in the Trust Agreement, must offer to sell a pro rata share of their
units over 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,
6
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)
must offer to sell a pro rata portion of units over 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 have the option to purchase the units at the option price in
accordance with procedures and time periods that the Trust Agreement prescribes.
Persons who have the option to purchase units include employees and employee
benefit trusts designated by the President of the Company or the Board of
Directors, the Grant family shareholders and the Company, in the order of
priority and during periods set forth in the Trust Agreement. Where the Trust
Agreement requires a unitholder to offer to sell units, the Company's option to
purchase the units extends for five years after the date the Company's option to
purchase begins. While it is not obligated to do so, the Company has elected in
recent years to immediately purchase units offered for sale. However, the
Company suspended the purchase and sale of units on October 25, 2002, while it
explores potential sources of additional permanent capital. There is no
assurance the Company will elect to buy units offered for sale in the future.
Under the terms of the Trust Agreement, if units become subject to an option
event and are not purchased by employee-eligibles, employee benefit trusts or
stockholder-eligibles within twelve months of the option event (the "Expiration
Date"), then the unitholder may freely transfer those units (subject to
applicable law) to any person, even though not an "eligible" under the terms of
the Trust Agreement. However, units that are transferred in this manner are
subject to the continuing right of the Company to repurchase those units at the
option price set forth in the Trust Agreement for a period of five years from
the Expiration Date.
Permanent Capital Study
On October 25, 2002, our board of directors determined to indefinitely suspend
our purchase and sale of units and also directed us to explore potential sources
for additional permanent capital. Should we proceed with a permanent capital
transaction various approvals may be required, including amendments to our
articles of association and changes to JESTA.
We have been discussing capital structures with the Grant family shareholders as
a part of our permanent capital process. During our discussions, the Grant
family shareholders asserted that they have certain rights under Sections 21
(voting rights), 24 (sale of stock by trustees) and 38 (amendment or
termination) of JESTA. The discussions have centered on the Grant family
shareholders' desire to either perpetuate certain rights after a permanent
capital transaction or in the alternative to have value provided to them in
exchange for the modification of these rights.
7
We have reached an agreement in principle with the Grant family shareholders for
modification of their rights under JESTA and their support of the permanent
capital process. That agreement in principle provides that the Grant family
shareholders will receive additional shares of common stock and shares of
preferred stock in exchange for their current common stock as part of the
permanent capital process. The preferred stock will be designed to pay a
dividend that when aggregated with the common stock dividend will initially be
somewhat less than the aggregate dividend paid to the Grant family shareholders
on their shares of common stock in 2002. We would retain rights to redeem
portions of the shares held by the Grant family shareholders.
This agreement in principle is subject to negotiation of a definitive agreement
and its approval by our board of directors. Further, any changes to JESTA and
our capital structure will be subject to the approval of the JESTA trustees and
the unitholders in accordance with the terms of JESTA as part of the approvals
to be sought for adding permanent capital to our business.
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.
Unitholders do not have preemptive rights or the right to maintain a
proportionate interest in the Company or the Stock Trust. Unitholders also do
not have the right to force anyone to purchase units from them, and units are
not convertible into cash or any other security. However, the Grant family
shareholders may convert their shares into a proportionate number of units, and
any units held by them 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 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 Company's Board of
Directors determines payment of future dividends and 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 shareholders 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. However,
active employee unitholders do not have the power or authority to vote (i) to
sell or lease all or substantially all of the assets of the Company, or (ii) to
dissolve the Company, or (iii) to merge or consolidate the Company with any
other
8
corporation or corporations in which the Company and/or the stockholders of the
Company upon completion of such consolidation or merger do not control directly
or indirectly a majority of the voting stock, unless the employee owners of at
least two-thirds of the outstanding units owned by employee-eligibles have
authorized the trustees to offer all shares held by the trustees for sale in
accordance with the provisions of Section 24 of the Trust Agreement and the
purchase options under Section 24 have expired within three months prior to such
vote. The trustees have exclusive authority to vote all shares represented by
units owned by ex-employee-eligibles, employee benefit trusts and
employee-eligible-transferees, except that employee benefit trusts may vote on a
proposal to amend or terminate the Trust Agreement.
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, prior to
termination of the Trust Agreement by consent, there must be a meeting of
unitholders. Each active employee unitholder and employee benefit trusts may
vote the number of units the unitholder owns. Unitholders may vote by proxy at
these meetings. The Trust Agreement may be amended or terminated by consent if
all of the following vote to amend or terminate it: two-thirds of the
outstanding units that active employees and employee benefit trusts hold; all of
the trustees; and 80% of the shares of the Company's common stock that the Grant
family shareholders hold. The Company does not vote at meetings of unitholders,
and its approval is not required to amend or terminate the Trust Agreement. The
trustees may sell or otherwise permanently dispose of any shares of the
Company's common stock that the Stock Trust holds, subject to certain procedures
contained in the Trust Agreement. 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 Company stock, then the stock 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 then to the Grant family shareholders.
If any such offered stock remains unsold, first the nonconsenting eligibles and
then the Grant family shareholders have a second opportunity to purchase.
Finally, if any such offered stock still remains, then the Company may purchase
it.
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.
9
ITEM 6. SELECTED FINANCIAL DATA
-------------------------------
None.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
---------------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
The results of operations of the Stock Trust consist solely of receipt of
dividends from the Company on the shares of Company common stock that it holds,
which, in the case of cash dividends, are paid directly to unitholders at the
direction of the Trustees.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
-------------------------------------------------------
MARKET RISK
-----------
None.
10
ITEM 8. FINANCIAL STATEMENTS
----------------------------
AND SUPPLEMENTARY DATA
----------------------
The Financial Statements with accompanying Report of Independent Auditors are
presented below and on the pages immediately following.
Journal Employees' Stock Trust
Statements of Financial Position
December 31
2002 2001
----------------------------
Assets $ - $ -
============ ============
Liabilities $ - $ -
============ ============
See accompanying notes.
11
Journal Employees' Stock Trust
Statements of Stock Trust Activity
(in thousands, except for per share amounts)
Year ended December 31
2002 2001 2000
--------------------------------------------------------
Dividends on common stock of Journal Communications, Inc.
held by the Stock Trust $28,142 $33,978 $32,877
================ ================ ================
Dividends to holders of units of beneficial
Interest $28,074 $33,978 $32,877
Distributions in lieu of dividends to holders of units of
beneficial interest 68 - -
---------------- ---------------- ----------------
$28,142 $33,978 $32,877
================ ================ ================
Dividends per share $1.20 $1.35 $1.35
================ ================ ================
See accompanying notes.
12
Journal Employees' Stock Trust
Statements of Cash Flows
(in thousands)
Year ended December 31
2002 2001 2000
-----------------------------------------------------------
Sources of cash:
Receipts from purchasers of units of beneficial
interest $ 164,218 $ 186,178 $ 167,952
Dividends received from Journal Communications,
Inc. 28,142 33,978 32,877
-----------------------------------------------------------
192,360 220,156 200,829
Uses of cash:
Disbursements to sellers of units of beneficial
interest (164,218) (186,178) (167,952)
Dividends paid to holders of units of beneficial
interest (28,074) (33,978) (32,877)
Distributions in lieu of dividends to holders of
units of beneficial interest (68) - -
-----------------------------------------------------------
(192,360) (220,156) (200,829)
Net change in cash - - -
Cash at beginning of year - - -
-----------------------------------------------------------
Cash at end of year $ - $ - $ -
===========================================================
See accompanying notes.
13
Journal Employees' Stock Trust
Notes to Financial Statements
Year ended December 31, 2002
1. Organization
The primary business of Journal Employees' Stock Trust (the Stock Trust) is
being the holder of record of certain shares of common stock of Journal
Communications, Inc. (the Company), the issuance of, record keeping and
transactions in units of beneficial interest (units) that represent shares of
common stock of the Company owned by the Stock Trust, voting (including issuance
and tabulation of unitholder proxies) of the common stock of the Company owned
by the Stock Trust, and such other matters as are specified in the Journal
Employees Stock Trust Agreement, dated May 15, 1937, as amended (the Trust
Agreement). 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 and former employees who own units (unitholders).
2. Common Stock of the Company
The Stock Trust is the holder of record of 90% of the Company's common stock.
The Stock Trust has issued one unit for each share of common stock which the
Stock Trust holds.
3. Suspension of Purchase and Sale of Units
On October 25, 2002, the Company's board of directors directed management and
the Company's financial adviser to explore potential sources for additional
permanent capital for the Company. The Company indicated at that time that it
expected the process could take from six to nine months. As a result, the
Company suspended the purchase and sale of units under the Trust Agreement while
the Company explores additional permanent capital.
14
Journal Employees' Stock Trust
Notes to Financial Statements
4. Unitholders' Sales of Units of Beneficial Interest
Unitholders may offer to sell their units only in accordance with the terms and
conditions of the Trust Agreement, which provides four classes of optionees the
right to elect to purchase units offered for sale. Units sold to the Company are
sold at the option price in effect on the date of the sale.
The Company, as one of the optionees under the Trust Agreement, is not obligated
to purchase units, though in recent years for the convenience of unitholders, it
has elected to do so. There is no assurance the Company will elect to buy units
offered for sale in the future. For the past few years until the October 25,
2002 suspension of purchasing and selling of units, the Company has elected to
offer units owned by the Company for sale to eligible Company employees through
a rotation system.
5. Distributions in Lieu of Dividends During Suspension of Trading
The Trust Agreement provides that a unitholder will receive the unit price for
units subject to an option event when they are sold, plus either (i) interest at
the rate set by the trustees if other unitholders or the Grant family
shareholders ultimately buy the units subject to the option event, or (ii) the
dividends declared by the Company's Board of Directors if the Company ultimately
buys the units subject to the option event. The Company suspended the purchase
and sales of units on October 25, 2002; however, option events still occur
pursuant to the terms of the Trust Agreement (for example, when a unitholder
leaves employment of the Company). As a result, it cannot be determined who will
purchase units subject to option events during the suspension period (and,
similarly, it cannot be determined whether the unitholder whose units are
subject to an option event during the suspension period will eventually receive
interest or dividends). In order to avoid inconvenience to unitholders that may
result from the delay in paying either interest or dividends during the
suspension period, the trustees have determined that the Stock Trust will make
payments to unitholders whose units become subject to option events during the
suspension period in an amount equal to the dividends paid by the Company during
this period. When the units are eventually sold, the unitholder will receive the
sale proceeds calculated in accordance with the terms of the Trust Agreement,
less the amount of these payments. These payments in fiscal 2002 totaled
$68,325.
6. Common Stock Held and Units Outstanding
At December 31, 2002 and 2001, the Stock Trust held 25,920,000 shares of the
Company's common stock and has issued a like number of units of beneficial
interest.
15
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, 2002 and 2001, and
the related statements of Stock Trust activity and cash flows for each of the
three years in the period ended December 31, 2002. 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 the Stock Trust at December 31,
2002 and 2001, and Stock Trust activity and cash flows for each of the three
years in the period ended December 31, 2002, in conformity with accounting
principles generally accepted in the United States.
ERNST & YOUNG LLP
/s/ ERNST & YOUNG LLP
Milwaukee, Wisconsin
January 28, 2003
16
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 (52)
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 (54)
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 (52)
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 (60)
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 (41)
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
17
ITEM 11. EXECUTIVE COMPENSATION
-------------------------------
The five trustees, all employees of Journal Communications Inc., do not receive
any compensation in their capacity as trustee. Information about compensation
paid to some of these trustees by Journal Communications Inc., in such trustees'
capacities as employees of Journal Communications Inc., will be presented in the
Proxy Statement of Journal Communications Inc., for its June 3, 2003 Annual
Meeting of Shareholders (the "Proxy Statement"). The information under the
heading "Other Board Matters--Compensation Committee Interlocks and Insider
Participation," "Other Board Matters-Directors' Fees," and "Compensation" in the
Proxy Statement is incorporated by reference herein; provided, however, the
information contained under the heading "Compensation-Compensation Committee
Report" shall not be incorporated by reference herein.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
------------------------------------------------------------
MANAGEMENT
----------
The information contained under the heading "Ownership and Voting" in the Proxy
Statement is incorporated by reference herein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------
None.
PART IV
ITEM 14. CONTROLS AND PROCEDURES
--------------------------------
The Stock Trust carried out an evaluation, within 90 days prior to the filing
date of this report, under the supervision and with the participation of certain
of the Trustees of the Stock Trust, of the effectiveness of the design and
operation of the Stock Trust's disclosure controls and procedures, as defined in
Exchange Act Rules 13a-14(c) and 15d-14(c). Based on that evaluation, they
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed in the Stock Trust's Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms, and that
such information is accumulated and communicated to them to allow timely
decisions regarding required disclosure.
There have been no significant changes in the Stock Trust's internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation.
18
ITEM 15. 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 on Form 10-K. 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 Stock Trust during the quarter
ended December 31, 2002.
19
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
Date: By:/s/ Steven J. Smith
-------------------------------------------
Steven J. Smith, Trustee
Date: By:/s/ Paul M. Bonaiuto
-------------------------------------------
Paul M. Bonaiuto, Trustee
20
CERTIFICATIONS
I, Steven J. Smith, certify that:
1. I have reviewed this Annual Report on Form 10-K of Journal Employees Stock
Trust;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 31, 2003 /s/ Steven J. Smith
---------------------------- ----------------------------------
Steven J. Smith
Trustee
21
I, Paul M. Bonaiuto, certify that:
1. I have reviewed this Annual Report on Form 10-K of Journal Employees Stock
Trust;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: March 31, 2003 /s/ Paul M. Bonaiuto
----------------------------- ----------------------------------
Paul M. Bonaiuto
Trustee
22
JOURNAL EMPLOYEES' STOCK TRUST
INDEX TO FINANCIAL STATEMENTS,
FINANCIAL STATEMENT SCHEDULES
AND EXHIBITS
(Item 15(a))
1. Financial Statements Form 10-K Page
-------------------- --------------
Statements of Financial Position at
December 31, 2002 and 2001 11
Statements of Stock Trust Activity for each of the three
years in the period ended December 31, 2002 12
Statements of Cash Flows for each of the three
years in the period ended December 31, 2002 13
Notes to Financial Statements at December 31, 2002 14-15
2. Financial Statement Schedules None
----------------------------------
3. Exhibits
--------
(3.1) Articles of Association of Journal Communications, Inc., as
amended (Incorporated by Reference to the Quarterly Report
on Form 10Q of Journal Communications, Inc. for the quarter
ended June 16, 2002 [Commission File No. 0-7831]).
(3.2) By-Laws of Journal Communications, Inc. (Incorporated by
Referenced to the Quarterly Report on Form 10Q of Journal
Communications, Inc. for the quarter ended June 16, 2002
[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, 2002
[Commission File No. 0-7831]).
23
(99.2) Proxy Statement for the June 3, 2003 Annual Meeting of
Shareholders of Journal Communications, Inc. (The Proxy
Statement for the June 3, 2003 Annual Meeting of
Shareholders of Journal Communications, Inc. will be filed
with the Securities and Exchange Commission under Regulation
14A within 120 days after the end of the fiscal year of
Journal Communications, Inc. Except to the extent
specifically incorporated by reference, the Proxy Statement
for the June 3, 2003 Annual Meeting of Shareholders shall
not be deemed to be filed with the Securities and Exchange
Commission as part of this Annual Report of Form 10-K.)
(99.3) Written Statement of the Trustee (Steven J. Smith) with
respect to compliance with Section 13(a) of the Securities
Exchange Act of 1934.
(99.4) Written Statement of the Trustee (Paul M. Bonaiuto) with
respect to compliance with Section 13(a) of the Securities
Exchange Act of 1934.
24