SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)
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|X| Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14
Journal Communications, Inc.
----------------------------------------------
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---------------------------------------
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JOURNAL COMMUNICATIONS, INC.
333 West State Street
Milwaukee, Wisconsin 53203
(414) 224-2374
Notice of Annual Meeting of Shareholders
June 3, 2003
The Annual Meeting of the Shareholders ("Annual Meeting") of Journal
Communications, Inc. ("Journal Communications") will be held on Tuesday, June 3,
2003, at 10:00 a.m. in the Board of Directors room on the sixth floor of Journal
Communications, 333 West State Street, Milwaukee, Wisconsin 53203, for the
purpose of electing thirteen (13) directors of Journal Communications to serve
until the 2004 Annual Meeting.
Journal Communications shareholders of record as of Tuesday, April 1, 2003, of
which there are three, including the Journal Employees' Stock Trust (the "Stock
Trust"), are entitled to attend and vote at the meeting. Unitholders of record
of the Stock Trust as of April 1, 2003, who are active employees of Journal
Communications or its subsidiaries (including employees on a duly granted leave
of absence) will also be entitled to attend and vote at the meeting because the
trustees of the Stock Trust, as directed by the trust, have granted those
unitholders proxies to vote the shares of Journal Communications common stock
represented by units held by such unitholders.
Regardless of the number of shares and/or units you own, it is important that
you be represented at the meeting. If you do not sign your proxy, your vote
cannot be counted unless you vote in person at the Annual Meeting. Therefore,
please sign and date the enclosed proxy and return it in the envelope provided.
You can revoke your proxy at any time before it is voted by giving written
notice to Paul E. Kritzer, Secretary of Journal Communications, by delivering a
later-dated proxy, or by voting in person at the meeting. Attendance at the
meeting, by itself, does not revoke your proxy.
By Order of the Directors,
Steven J. Smith /s/ Steven J. Smith
Chairman of the Board
Date: April 29, 2003
JOURNAL COMMUNICATIONS, INC.
333 West State Street
Milwaukee, Wisconsin 53203
(414) 224-2374
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OWNERSHIP AND VOTING
Solicitation of Proxies
The enclosed proxy is solicited by the board of directors of Journal
Communications, Inc. for use at the Annual Meeting of Shareholders of Journal
Communications to be held at 10:00 a.m. on Tuesday, June 3, 2003, in the Board
of Directors room on the sixth floor of Journal Communications, 333 West State
Street, Milwaukee, Wisconsin 53203. In addition to using the mail, the
directors, officers and employees of Journal Communications may solicit proxies
personally, by telephone, by e-mail, by facsimile or by other written
communication. Employees of Journal Communications and its subsidiaries may also
make solicitations. Journal Communications will bear all costs relating to the
solicitation of proxies by the company. If you execute a proxy, you may revoke
it by delivering written notice to Paul E. Kritzer, Secretary of Journal
Communications, before the meeting, delivering a later-dated proxy before the
meeting, or voting at the meeting. If you sign a proxy without marking your
vote, the appointed proxies will vote "FOR" the election of the nominees for
director indicated herein. The board of directors is first mailing this proxy
statement and proxy on or about May 1, 2003.
Journal Communications Shares
Outstanding Voting Securities of Journal Communications
Journal Communications has only one class of stock authorized. Shareholders
of record at the close of business on April 1, 2003, are entitled to notice of
the meeting and to vote the shares of stock held on that date. Each share is
entitled to one vote. Directors will be elected by a plurality of votes cast at
the meeting (assuming a quorum is present). For this purpose, "plurality" means
that the individuals receiving the largest number of votes are elected as
directors, up to the maximum number of directors to be chosen at the election.
Consequently, any shares not voted at the meeting, whether due to abstention or
otherwise, will have no impact on the election of directors.
1
On April 1, 2003, 28,800,000 shares of Journal Communications common stock
were issued and outstanding, of which 25,920,000 shares were held by the Stock
Trust, which shares were, in turn, represented by a like number of units of
beneficial interest that the Stock Trust issued. See "Beneficial Ownership Under
the Stock Trust," below, for a further description of the Stock Trust and the
voting rights of its unitholders. On April 1, 2003, Journal Communications held
2,884,263 units of beneficial interest, which will not be voted at the meeting.
Principal Shareholders of Journal Communications
Listed in the following table are the beneficial owners as of April 1,
2003, of more than five percent (5%) of the issued and outstanding Journal
Communications stock:
- --------------------------------------------------------------------------------------------------------------------
Name/Address Class Ownership Type Amount Owned Percentage of Class
- --------------------------------------------------------------------------------------------------------------------
Journal Employees' Stock Trust, Common Beneficial 25,920,000 90.0%
333 W. State Street, Milwaukee, And Record
WI 53203
- --------------------------------------------------------------------------------------------------------------------
Matex Inc., c/o Meissner, Common Beneficial 2,640,000 9.2%
Tierney, Fisher & Nichols, 111 And Record
E. Kilbourn Avenue,
Milwaukee, WI 53202
- --------------------------------------------------------------------------------------------------------------------
Ownership of Journal Communications Shares by Directors and Officers as a Group
Voting securities that directors and director-nominees beneficially own are
disclosed under "Election of Directors," below. The directors, director-nominees
and executive officers of Journal Communications as a group are the beneficial
owners of 1,105,708 units, representing a beneficial interest in 4.3% of the
total number of shares eligible to vote at the Annual Meeting. James L. Forbes,
Roger D. Peirce, Ulice Payne, Jr., David J. Drury and Mary Ellen Stanek do not
own units because they are not employees of Journal Communications.
Beneficial Ownership Under the Stock Trust
On April 1, 2003, the Stock Trust, of which Steven J. Smith, Douglas G.
Kiel, Paul M. Bonaiuto, Keith K. Spore and James J. Ditter are the trustees,
owned of record 25,920,000 shares or 90% of the issued and outstanding shares of
Journal Communications stock. The Stock Trust issues units, each unit
representing a beneficial interest in one share of Journal Communications stock.
In the election of directors, the trustees of the Stock Trust are required to
deliver a proxy to active employee unitholders allowing those unitholders to
vote the shares of Journal Communications stock represented by the units they
own (A copy of the trustees' proxy is included with this proxy statement as
Exhibit A). Shares represented by units that retirees, other former employees,
employee benefit trusts and employees' charitable,
2
educational or religious trusts hold are voted by the stock trustees with
respect to the election of directors.
On April 1, 2003, the 25,920,000 units of beneficial interest issued by the
Stock Trust were owned as follows:
o active employee unitholders (excluding units placed in trusts by
employees), 14,636,231 units;
o retirees, former employees and employee trusts, 8,399,506 units, and
o Journal Communications, Inc., 2,884,263 units.
On the record date, there were 23,035,737 shares represented by units
outstanding and eligible to vote for the election of directors. In addition,
there were 2,880,000 shares held by the Grant family shareholders as of the
record date that are also entitled to vote on the election of directors. Shares
represented by units held by Journal Communications are not voted in an election
for directors.
Whenever a unitholder ceases to be an employee of Journal Communications or
one of its subsidiaries for any reason except retirement or a corporate
downsizing or restructuring approved by the trustees, the trust agreement
requires that the unitholder must offer his/her units for sale to certain
classes of eligible buyers. Employees who retire or are separated from Journal
Communications or its subsidiaries due to a corporate downsizing or
restructuring approved by the trustees may be entitled to hold a decreasing, pro
rata percentage of their units for a limited number of years without offering
them for sale. Employee benefit trusts, which are trusts that active employees
have established to provide retirement benefits, are eligible to hold units.
In elections of Journal Communications' directors, the stock trustees vote
the units that retirees, former employees, employee benefit trusts and other
trusts hold. On the record date, retirees, separated employees, employee benefit
trusts and other trusts held 8,399,506 units representing a beneficial interest
in 32.4% of the total number of shares eligible to vote at the Annual Meeting.
On October 25, 2002, the board of directors suspended the purchase and sale
of units under the trust agreement while it explored sources of additional
permanent capital.
Ownership Information of Stock Trustees
All of the stock trustees are directors and officers of Journal
Communications and receive no additional compensation for serving as stock
trustees or directors. Individual stock trustees have no beneficial interest in
the shares of Journal Communications stock that the Stock Trust owns other than
through the units they own individually. The following chart shows the number of
units that stock trustees held as
3
of the close of business on April 1, 2003, and the percentage of the outstanding
shares eligible to vote at the Annual Meeting that those units represent:
Units Owned Percentage of Shares
Trustee Beneficially Eligible to Vote
--------------------------------- ----------------- --------------------------
Steven J. Smith 188,060 0.73%
Douglas G. Kiel 97,998 0.38%
Paul M. Bonaiuto 68,256 0.26%
Keith K. Spore 74,000 0.29%
James J. Ditter 41,200 0.16%
All Trustees as a Group 469,514 1.82%
ELECTION OF DIRECTORS
Journal Communications' by-laws provide that the number of directors will
be no less than three and no more than 29, as determined by the board of
directors, and that all directors shall be elected annually. The board of
directors has fixed the maximum number of directors at fifteen, of whom no more
than nine may be employees of Journal Communications or its subsidiaries and no
more than six may be non-employees. Prior to February 4, 2003, the board of
directors consisted of 14 members, including nine employee directors and five
non-employee directors. On February 4, 2003, David G. Meissner resigned as a
director, citing a concern that as the company continues to evaluate sources of
permanent capital there could be conflicts between his roles as director and his
role as leader of the Grant/Abert family's interest. On March 4, 2003, Mr. Drury
was appointed by the board of directors to fill the vacant non-employee director
position that was created by the board of directors on June 4, 2002. In
addition, Mr. Payne, who was named President of the Milwaukee Brewers Baseball
Club, Limited Partnership, on September 25, 2002, has declined to be
re-nominated to the board of directors due to his new responsibilities with the
baseball club. As a result, the board of directors has nominated 13 persons for
election to serve as directors of Journal Communications until the next annual
meeting of stockholders. It is the board's intention to hold open the remaining
two non-employee director vacancies until it is able to identify and appoint
qualified candidates.
Although management expects that each of the nominees will be available for
election, if any of them is not a candidate at the time the election occurs,
then the proxies will be voted for other nominees selected by the board of
directors. Pursuant to Journal Communications' by-laws, written notice of other
qualifying nominations for election to the board of directors by shareholders
must have been received by the Secretary by March 6, 2003. As the Secretary has
not received any such notice, no
4
other nominations for election to the board of directors of Journal
Communications may be made at the meeting.
In elections of Journal Communications' directors, the stock trustees vote
all shares represented by units that retirees, former employees, employee
benefit trusts and other trusts hold. On the record date, retirees, former
employees and employee benefit trusts and other trusts held 8,399,506 units
representing a beneficial interest in 32.4% of the Journal Communications stock
eligible to vote at the Annual Meeting. The stock trustees intend to vote those
shares for the election of the nominees listed below. In addition, if you sign,
date and return your proxy but do not mark a vote with respect to the election
of directors, the stock trustees will vote the shares represented by your units
for the election of the nominees listed below.
The nominees for director of Journal Communications are listed in the
following table:
- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
Nominee Principal Occupation (1) Age Date Elected Director Units Owned (2)
- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
Paul M. Bonaiuto Executive Vice President & 52 June 8, 1993 68,256
Chief Financial Officer
- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
James J. Ditter Vice President; President, 41 September 6, 1995 41,200
Norlight Telecommunications,
Inc.
- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
David J. Drury President, Poblocki & Sons LLC 54 March 4, 2003 0
- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
James L. Forbes Chairman, Badger Meter, Inc. 70 September 4, 1996 0
- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
Cynthia L. Gault Account Executive, WTMJ-TV 48 June 5, 2001 9,900
- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
Douglas G. Kiel President 54 June 4, 1991 97,998
- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
Mary Hill Leahy Vice President & General 48 June 4, 2002 6,316
Counsel - Business Services
- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
Roger D. Peirce Consultant and Corporate 65 September 4, 1996 0
Director
- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
David D. Reszel Advertising Special Sections 51 June 4, 2002 64,830
Manager, Journal Sentinel Inc.
- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
Steven J. Smith Chairman of the Board & Chief 53 June 2, 1987 188,060
Executive Officer
- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
Keith K. Spore Senior Vice President; 60 September 6, 1995 74,000
President & Publisher,
Journal Sentinel Inc.
- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
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- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
Nominee Principal Occupation (1) Age Date Elected Director Units Owned (2)
- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
Mary Ellen Stanek Managing Director and Chief 47 June 4, 2002 0
Investment Officer, Baird
Advisors,
Robert W. Baird & Co.,
Incorporated
- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
Karen O. Trickle Vice President & Treasurer 46 June 2, 1999 23,531
- ----------------------------- ------------------------------- ------ ---------------------------- --------------------
(1) All nominees have been employed by Journal Communications for over five
years at the time of the Annual Meeting, except Messrs. Forbes, Peirce and
Drury and Ms. Stanek, who are not employed by Journal Communications, and
Ms. Leahy, who joined the company in July 2001. In the past five years, the
director-nominees have been involved in the following professional
activities:
Paul M. Bonaiuto has served as our Executive Vice President since June 1997
and Chief Financial Officer since January 1996. Mr. Bonaiuto was our
Senior Vice President between March 1996 and June 1997.
James J. Ditter was elected Vice President in September 1995. In addition,
Mr. Ditter has been President of Norlight Telecommunications, Inc.,
one of our subsidiaries, since September 1995. He is a certified
public accountant. He is also a member of the human resources
committee.
David J. Drury has been the President, CEO and majority owner of Poblocki &
Sons LLC since July 1999. Poblocki & Sons LLC is a privately-held
exterior and interior sign systems company. He is a former partner of
Price Waterhouse, a certified public accountant, and served as a
business consultant in 1997-1999. He is a director and chair of the
audit committees at both St. Francis Capital Corporation and Plexus
Corp.
James L. Forbes has been the Chairman of Badger Meter, Inc. ("Badger
Meter"), Milwaukee, since April 1999 and was Chief Executive Officer
of Badger Meter from 1987 to 2002. Mr. Forbes served as President of
Badger Meter from 1982 to 1999 and 2000 to 2001. Badger Meter is a
marketer and manufacturer of flow management and control products. Mr.
Forbes is a director of Badger Meter, Sensient Technologies
Corporation and Cobalt Corporation. He is also a certified public
accountant. Mr. Forbes is a member of the executive, audit and
compensation / management review committees and is the chair of the
audit committee.
Cynthia L. Gault has served as an Account Executive for WTMJ-TV since
November 1998. Previously she had been a broadcast Account
6
Executive, Marketing Director and Media Consultant before taking a
seven-year family leave. Ms. Gault was elected to the 58th and 59th
terms of the Unitholder Council (2000-2002) and the board of directors
during the 59th term (2001-2002). She is a member of the executive
committee.
Douglas G. Kiel has served as President since December 1998. In addition,
Mr. Kiel has been the Chief Executive Officer of Journal Broadcast
Group, Inc., one of our subsidiaries, since December 2001. He was our
Executive Vice President between June 1997 and December 1998 and
President of Journal Broadcast Group, Inc. from June 1990 to July
2001.
Mary Hill Leahy has been our Vice President and General Counsel-Business
Services since July 2001. Ms. Leahy served as General Counsel
Americas, GE Medical Systems, a developer and manufacturer of medical
imaging equipment, from January 1999 to July 2001, as Counsel for
Products and Distribution, GE Medical Systems, from June 1997 to
January 1999, and Consulting Attorney for Miller Brewing Company from
1995 to 1997. She is a member of the human resources committee.
Roger D. Peirce is a corporate consultant and certified public accountant.
Prior to 1997, he was the former Executive Vice President and Chief
Financial Officer of Super Steel Products Corp., a manufacturing firm,
and the former President and Chief Executive Officer of Valuation
Research Corporation, an appraisal firm. He has been a director of
Brady Corporation, Milwaukee, since 1988. Mr. Peirce is a member of
the executive, audit and compensation / management review committees
and is the acting chair of the compensation / management review
committee.
David D. Reszel has served as the Advertising Special Sections Manager for
Journal Sentinel Inc., one of Journal Communications' subsidiaries,
since June 1999. He has been employed in the Advertising Department
for Journal Sentinel Inc. since 1978. Mr. Reszel was elected to the
56th and 57th terms of the Unitholder Council (1998-2000). During the
term of the 57th Unitholder Council (1999-2000), he was elected
chairperson of the Unitholder Council and a member of the board of
directors.
Steven J. Smith has served as the Chairman of the Board since December 1998
and Chief Executive Officer since March 1998. He previously served as
President between September 1992 and December 1998. He is a director
of Badger Meter, Inc. Mr. Smith is a member of the executive
committee.
7
Keith K. Spore has served as Senior Vice President since September 1995. He
has also served as President of Journal Sentinel Inc. since July 1995
and Publisher of the Milwaukee Journal Sentinel since June 1996.
Mary Ellen Stanek has been the Managing Director and Chief Investment
Officer of Baird Advisors, Robert W. Baird & Co., Incorporated, since
March 2000. She has also served as President, Baird Funds, Inc., since
2000. Previously she was President of Firstar Funds (December 1998 to
March 2000) and President and Chief Executive Officer (November 1998
to February 2000) and President and Chief Operating Officer (March
1994 to November 1998) of Firstar Investment Research & Management
Company, LLC, Milwaukee. She is a director of Aurora Health Care
System, Inc., and the West Bend Mutual Insurance Company. Ms. Stanek
is a member of the executive and human resources committees and chair
of the human resources committee.
Karen O. Trickle has served as Vice President since March 1999 and
Treasurer since December 1996.
(2) No director or officer beneficially owns one percent or greater of the
outstanding shares of Journal Communications stock, except as noted above
in "Ownership of Journal Communications Shares by Directors and Officers as
a Group."
The Board of Directors Recommends a Vote FOR the Director Nominees.
It is important that you return your proxy promptly. Therefore, the
directors request that you date, sign and return the enclosed proxy as soon as
possible. If you sign and return a proxy but do not designate how proxies should
vote the proxy by marking one of the boxes next to the proposal to elect the
director nominees described in this proxy statement, then the appointed proxies
will vote your units and shares that are entitled to vote at the meeting "FOR"
the election of director nominees named in this proxy statement.
OTHER BOARD MATTERS
The Board of Directors and Committees
The board of directors met seven (7) times in 2002. All of the directors of
Journal Communications during 2002 attended at least 75% of the (a) full
meetings of the board of directors and (b) meetings of committees of the board
of directors on which the respective directors served.
During 2002, the board of directors had four committees: executive,
compensation/management review, audit and human resources.
8
The board of directors has authorized an executive committee of up to nine
members, to which the board has delegated certain powers so that the committee
may act on urgent matters in a timely and efficient manner. Messrs. Smith,
Forbes, Payne, Peirce, and Ms. Stanek and Ms. Gault are members of the executive
committee. Mr. Meissner served on the executive committee during 2002. The
executive committee held three meetings in 2002.
The compensation/management review committee held three meetings in 2002.
The compensation/management review committee has the responsibility to assure
that officers and key managers are effectively compensated on an internally
equitable and externally competitive basis. The committee's members, none of
whom can be an employee, are currently Messrs. Forbes and Peirce. Mr. Meissner
served on the compensation/management review committee during 2002.
The board of directors has authorized an audit committee to assist the
board in fulfilling its responsibility for Journal Communications' accounting
and financial reporting practices and to provide a channel of communications
between the board and Journal Communications' independent auditors and internal
audit staff. The audit committee's duties include: (1) the selection of
independent auditors; (2) reviewing the scope of the audit to be conducted by
the independent auditors, as well as the results of such audit; (3) approving
non-audit services provided by the independent auditor; (4) reviewing the
organization and scope of internal controls and (5) assessing our financial
reporting activities, including our annual report, and the accounting standards
and principles followed. The audit committee is currently comprised of three
non-employee directors: Messrs. Forbes (Chair), Payne and Peirce. Mr. Meissner
served on the audit committee during 2002. As Mr. Payne is not standing for
re-election to the board of directors at the Annual Meeting, the board of
directors intends to appoint an additional non-employee director to the audit
committee at the annual meeting of directors that will take place following the
annual meeting of shareholders. The audit committee held four meetings in 2002.
The human resources committee was formed in August 2002. The human
resources committee's responsibility is to provide oversight of company policies
and practices relating to employee relations and human resources activities. The
committee also has oversight of the management and administration of all company
retirement (including defined benefit and defined contribution plans and any
other retirement programs) and welfare plan programs. Members of the human
resources committee are Ms. Stanek (Chair), Mr. Ditter and Ms. Leahy. The human
resources committee held two meetings in 2002.
The board of directors does not have a standing nominating committee. The
board of directors will consider nominations for directors made by shareholders
provided such nominations are delivered to the Secretary no less than 90 days
prior to the first anniversary of the immediately preceding annual meeting of
shareholders and otherwise comply with Journal Communications' bylaws.
9
Compensation Committee Interlocks and Insider Participation
Mr. Smith, chairman and chief executive officer, has served as a director
of Badger Meter since February 2000. Mr. Forbes is chairman of Badger Meter and
has served as a director of Journal Communications since 1996. Mr. Forbes is a
member of the compensation/management review, executive and audit committees of
the board of directors.
Directors' Fees
Journal Communications pays directors' fees only to those directors who are
not employees of Journal Communications or one of its subsidiaries. All
directors who are full-time employees of Journal Communications or a subsidiary
are compensated in their capacities as employees. Outside directors are eligible
to receive an annual retainer fee of $17,500 a year plus $1,500 for each board
or committee meeting. Mr. Forbes earned $44,250, Mr. Peirce earned $41,750, Mr.
Payne earned $37,250, Mr. Meissner (who declined the annual retainer fee) earned
$24,250 and Ms. Stanek earned $18,750 in directors' fees in 2002.
COMPENSATION
Executive Compensation
The following table sets forth the 2002 compensation for Journal
Communications' chief executive officer and the four other highest-paid
executive officers, as well as the total compensation paid to each individual
for the last three fiscal years:
Summary Compensation Table
---------------------------
Annual Compensation
- ---------------------------------------------------------------------------------------------------------------------
Long-term
Incentive
Name and Principal Position Bonus (Annual Payments All Other
(as of December 31, 2002) Year Salary Incentive Comp.) (LTIP) Comp.(1)
- ---------------------------------------------------------------------------------------------------------------------
Steven J. Smith, Chairman of the Board 2002 $575,000 $297,666 $ 0 - $4,130
and Chief Executive Officer 2001 573,077 86,250 222,655 4,236
2000 545,385 82,500 412,472 4,680
- ---------------------------------------------------------------------------------------------------------------------
Douglas G. Kiel, President 2002 $415,000 $194,705 $ 0 $4,130
2001 413,077 58,100 120,461 4,236
2000 387,692 49,823 199,067 4,680
- ---------------------------------------------------------------------------------------------------------------------
10
- ---------------------------------------------------------------------------------------------------------------------
Long-term
Incentive
Name and Principal Position Bonus (Annual Payments All Other
(as of December 31, 2002) Year Salary Incentive Comp.) (LTIP) Comp.(1)
- ---------------------------------------------------------------------------------------------------------------------
Paul M. Bonaiuto, Executive Vice 2002 $340,000 $144,889 $ 0 $4,130
President & Chief Financial Officer 2001 338,461 40,800 86,324 4,236
2000 317,692 38,400 176,938 4,680
- ---------------------------------------------------------------------------------------------------------------------
Keith K. Spore, Senior Vice President; 2002 $336,923 $111,223 $ 0 $5,430
President and Publisher, Journal 2001 329,000 28,875 27,386 4,680
Sentinel Inc. 2000 315,923 28,530 58,046 4,680
- ---------------------------------------------------------------------------------------------------------------------
Carl D. Gardner, Vice President; 2002 $280,308 $91,308 $ 0 $5,430
President-Radio, Journal Broadcast 2001 271,077 20,422 22,399 4,680
Group, Inc. 2000 258,846 17,334 0 4,680
- ---------------------------------------------------------------------------------------------------------------------
(1) All of the five highest-compensated officers were participants in the
Journal Communications, Inc. Investment Savings Plan (a 401(k) plan).
Employer contributions to the plan and to the cafeteria benefits plan on
behalf of these officers represent all of the compensation in the "All
Other Compensation" column in the summary compensation table above.
Long-Term Incentive Plan
Management Long-Term Incentive Plan
Potential Payments in 2006
for the Preceding 3-Year Performance Period
- -------------------------- -------------------- -------------------- --------------------
Participant Threshold Target Maximum
- -------------------------- -------------------- -------------------- --------------------
Steven J. Smith $133,100 $532,400 $798,600
- -------------------------- -------------------- -------------------- --------------------
Douglas G. Kiel 71,899 287,595 431,393
- -------------------------- -------------------- -------------------- --------------------
Paul M. Bonaiuto 52,200 208,800 313,200
- -------------------------- -------------------- -------------------- --------------------
Keith K. Spore 40,365 161,460 242,190
- -------------------------- -------------------- -------------------- --------------------
Carl D. Gardner 34,040 136,160 204,240
- -------------------------- -------------------- -------------------- --------------------
The compensation/management review committee maintains a management
long-term incentive plan to motivate and drive management behavior to achieve
results that will enhance the unitholders' and shareholders' investment over the
long term. The participants in this plan are the chairman/CEO, president,
executive vice president and the presidents of the subsidiaries. Corporate
executives are rewarded entirely on Journal Communications' performance while
subsidiary presidents are rewarded 60%
11
on subsidiary performance and 40% on corporate performance. Payment amounts for
the management long-term incentive plan for fiscal 2002 are listed in the
summary compensation table above.
The table above shows the threshold, target and maximum awards that are
potentially payable to the named executive officers in 2006 for the performance
period of 2003 to 2005. This table is calculated on each executive's base salary
for 2003; however, actual calculations will use the executive's average salary
for the period 2003 to 2005. Payouts of awards are currently based on the net
return on equity of Journal Communications and the return on invested capital
for the subsidiary companies over a three-year period. Each participant's award
is determined based on the degree to which three-year performance is achieved at
the conclusion of the performance cycle. The chief executive officer and the
compensation / management review committee are currently considering a change in
the performance measurement used for the plan years 2002 to 2004 and 2003 to
2005. Any action anticipated would not change the potential payment amounts
shown above. Performance measures and goals for the corporation and subsidiaries
are recommended by the chief executive officer and approved by the compensation
/ management review committee for each eligible participant.
Pension Plan and Supplemental Benefit Plan
The following table shows the approximate annual retirement benefit payable
on retirement at age 65 under the Journal Communications, Inc. Employees'
Pension Plan and the Journal Communications, Inc. Supplemental Benefit Plan for
employees in specified compensation ranges with varying years of participation
in the plans:
12
Estimated Annual Retirement Benefit
-----------------------------------
- ------------------------- --------------------------------------------------------------------------------------------
Five Year Years of Plan Participation
- ------------------------- ---------------------- ---------------------- ----------------------- ----------------------
Average Compensation 20 25 30 35
- ------------------------- ---------------------- ---------------------- ----------------------- ----------------------
$300,000 $ 72,285 $ 90,356 $108,427 $126,498
- ------------------------- ---------------------- ---------------------- ----------------------- ----------------------
$400,000 $ 98,285 $122,856 $147,427 $171,998
- ------------------------- ---------------------- ---------------------- ----------------------- ----------------------
$500,000 $124,285 $155,356 $186,427 $217,498
- ------------------------- ---------------------- ---------------------- ----------------------- ----------------------
$600,000 $150,285 $187,856 $225,427 $262,998
- ------------------------- ---------------------- ---------------------- ----------------------- ----------------------
$700,000 $176,285 $220,356 $264,427 $308,498
- ------------------------- ---------------------- ---------------------- ----------------------- ----------------------
$800,000 $202,285 $252,856 $303,427 $353,998
- ------------------------- ---------------------- ---------------------- ----------------------- ----------------------
$900,000 $228,285 $285,356 $342,427 $399,498
- ------------------------- ---------------------- ---------------------- ----------------------- ----------------------
$1,000,000 $254,285 $317,856 $381,427 $444,498
- ------------------------- ---------------------- ---------------------- ----------------------- ----------------------
The employees' pension plan is completely funded by Journal Communications.
Journal Communications' contributions are accrued based on amounts required to
be funded under provisions of the Employee Retirement Income Security Act of
1974. The amount of accrued benefits is actuarially determined under the accrued
benefit valuation method. It is a defined benefit pension plan that provides
benefits for employees of Journal Communications, Inc., Journal Sentinel Inc.,
Journal Broadcast Corporation (and certain employees of its subsidiaries), Add,
Inc. and Norlight Telecommunications, Inc. who meet minimum age and service
eligibility requirements. The monthly retirement benefit under the plan,
assuming attainment of the retirement age specified by the plan and payments in
the form of a life annuity, is determined in accordance with a formula that
takes into account the following factors: final average compensation for the
last five years of employment (taking into account gross earnings and annual
incentive compensation as reported in the summary compensation table), number of
years of active plan participation and an actuarially determined Social Security
offset.
The supplemental benefit plan is a non-qualified, unfunded, defined benefit
plan that supplements payments under the pension plan. Benefits payable under
the supplemental plan are calculated without regard to the limitations imposed
on the amount of compensation that may be taken into account under the pension
plan.
With respect to the officers and directors listed in the summary
compensation table above, all five are participants in the pension plan. Mr.
Smith has 25 years of pension plan participation, Mr. Kiel has 15 years, Mr.
Spore has 36 years, Mr. Bonaiuto has 5 years and Mr. Gardner has 10 years as of
the date of this proxy statement.
13
Compensation Committee Report
The board of directors established a compensation committee on March 2,
1993 to be comprised of three members, none of whom can be an employee, to
develop and implement compensation plans for senior management. It became the
compensation/management review committee in 2002. The compensation/management
review committee is responsible for assuring that Journal Communications'
officers and key management personnel receive performance-based compensation
that is internally equitable and competitive with the market. Specifically, the
compensation/management review committee was directed to (1) independently
review and approve the compensation plan proposed by the chairman/CEO for the
president, the executive vice president and the presidents of the subsidiaries;
(2) review the performance of the chairman/CEO and (3) formulate and implement a
compensation plan for the chairman/CEO. For 2002, senior management compensation
was reviewed by the compensation/management review committee, and, where
appropriate, base salaries were adjusted to targets within median ranges for the
industry.
The compensation/management review committee has established an executive
base compensation plan, an annual executive incentive program and an executive
long-term incentive program for the chief executive officer and other
executives.
1. Executive Base Compensation Plan
--------------------------------
The compensation / management review committee has directed that executive
compensation should be (a) based on performance, (b) sufficient to attract and
retain quality talent and (c) competitive in the marketplace. In determining
base salaries for 2002, the compensation/management review committee reviewed
Journal Communications' historical performance, current salary levels and
industry marketplace information. With that information, the committee received
a recommendation from the chairman, president and executive vice president that
their base compensation for 2002 should be unchanged in order to align with
expense reduction initiatives throughout the business. The committee adopted
their requests and maintained their base compensation at essentially the same
level in 2002 as the prior year.
Mr. Smith's base compensation review is focused on Journal Communications'
overall performance and growth of shareholder value. Factors influencing the
committee's determination of Mr. Smith's base compensation for 2002 included the
continued growth of Journal Communications, the increased growth in the value of
Journal Communications' units, his valuable efforts in initiating and pursuing a
search for sources of permanent capital and the protection of the best interests
of the employee-owners. The base compensation of the president, the executive
vice president and the subsidiary presidents was determined by the compensation
committee based on similar guidelines.
14
2. Executive Annual Incentive Plan
-------------------------------
The compensation/management review committee approved the management annual
incentive plan to reward key individuals for achieving pre-established financial
and non-financial goals that support Journal Communications' annual business
objectives and mission to enhance the value of unitholders' and shareholders'
investment. This annual incentive plan rewards executive performance as measured
by net return on equity or invested capital and annual growth in revenue,
factors that significantly influence unitholders' value. The personal and
financial goals for the chairman, president and executive vice president are
approved by the compensation/management review committee. For other executives
of Journal Communications, the annual incentives are based 80% on corporate
financial performance and 20% on non-financial goals that are determined by the
executive officers in consultation with the chairman. For subsidiary presidents
and key managers, the annual incentives are based on a combination of subsidiary
performance, corporate performance and non-financial goals. Participation in
this plan is limited to key employees of Journal Communications and its
subsidiaries whose job responsibilities have a direct impact on the strategic
goals of Journal Communications. The goals established annually for each
participant determine the minimum, median and maximum performance criteria
required for payment under the plan. Each participant is informed annually of
the financial performance matrix and other goals that will determine the
potential incentive payment the participant can receive. In 2002, annual bonus
targets were compared to bonuses received by executives in equivalent positions
in the industry and were found to be within median ranges. Based on Journal
Communications' performance in 2002, Mr. Smith received an annual incentive
bonus of $297,666, paid in 2003.
3. Executive Long-Term Incentive Plan
----------------------------------
The compensation/management review committee has approved the management
long-term incentive plan to motivate and drive management behavior to achieve
results that will enhance the unitholders' and shareholders' investment over the
long term. The incentive plan approved by the Committee is based on net return
on equity or invested capital over a three-year period. The participants in this
plan are the chairman/CEO, president, executive vice president and the
presidents of the subsidiaries. Participating corporate executives are rewarded
entirely on Journal Communications' performance while subsidiary presidents are
rewarded 60% on subsidiary performance and 40% on corporate performance. Amounts
paid to the five highest-compensated executives are listed in the summary
compensation table above.
The compensation/management review committee continues to review the effect
of Section 162(m) of the Internal Revenue Code. This has not had, and is not
expected to have, a material effect due to the officers' compensation levels.
By the Compensation/Management Review Committee: James L. Forbes and Roger
D. Peirce.
15
STOCK PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total returns for
Journal Communications' stock, the Standard & Poor's 500 Stock Index and a peer
group comprised of ten corporations that concentrate on newspapers and broadcast
operations (although such corporations do not have Journal Communications' blend
of other diversified businesses, such as telecommunications, printing services,
label printing and direct marketing services which, for the year ended December
31, 2002, in the aggregate, provide about 42.1% of Journal Communications'
annual operating revenue).
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
Among Journal Communications, Inc., S&P 500 and a Peer Group
Stock Performance Graph
[GRAPH OMITTED]
- -------------------------------------- ------------- ------------- -------------- ------------- -------------
1998 1999 2000 2001 2002
- -------------------------- ----------- ------------- ------------- -------------- ------------- -------------
JCI 100 122 149 180 204 212
- -------------------------- ----------- ------------- ------------- -------------- ------------- -------------
S&P 500 100 129 156 141 125 97
- -------------------------- ----------- ------------- ------------- -------------- ------------- -------------
Peer Group 100 111 130 130 141 158
- -------------------------- ----------- ------------- ------------- -------------- ------------- -------------
The total cumulative return on investment (change in the year-end stock
price plus dividends) for Journal Communications stock is based on a $100
investment as of January 1, 1998. The price of Journal Communications stock is
calculated 13 times a year, or every four weeks, using a formula that is based
on Journal Communications' earnings over a five-year period and book value at
the time of calculation. The formula is stated in Section 25 of the Trust
Agreement. The total return for the S&P 500 is based on a $100 investment as of
January 1, 1998. The total return for the peer group
16
is based on a $100 investment in the ten (10) companies included in a peer group
index, as of January 1, 1998. Companies in the peer group are A.H. Belo
Corporation, Gannett, Inc., Knight Ridder, Inc., Lee Enterprises, Inc.,
McClatchy Newspapers, Inc., The New York Times Company, Pulitzer Publishing
Company, The E.W. Scripps Company, Tribune Company and The Washington Post
Company.
INDEPENDENT AUDITORS
General
The board of directors of Journal Communications appointed Ernst & Young
LLP, 111 E. Kilbourn Avenue, Milwaukee, Wisconsin 53202, as the independent
auditors for the year 2002 and is expected to reappoint the firm for 2003 at the
Annual Meeting. In accordance with past practice, it is not expected that a
representative of Ernst & Young LLP will attend the annual meeting. Journal
Communications' 2002 annual report was mailed to all stockholders and
unitholders during April of this year. Any shareholder or unitholder having a
question about the 2002 annual report or Journal Communications' relationship
with Ernst & Young LLP should direct it to Paul M. Bonaiuto, Executive Vice
President & Chief Financial Officer, P. O. Box 661, Milwaukee, Wisconsin 53201
(333 W. State Street, Milwaukee, Wisconsin 53203) or e-mail Mr. Bonaiuto at
pbonaiut@jc.com. If deemed necessary, Mr. Bonaiuto will forward questions to
Ernst & Young LLP for response as soon as possible.
Ernst & Young LLP has served as Journal Communications' independent
auditors for at least 78 years. During 2002, it performed an annual audit of the
consolidated financial statements of Journal Communications for inclusion in the
annual report to shareholders and required filings with the Securities and
Exchange Commission.
Additionally, Ernst & Young LLP performs the annual audits of Journal
Employees' Stock Trust, Journal Communications, Inc. Investment Savings Plan,
Journal Communications, Inc. Employees' Pension Plan, and Journal
Communications, Inc. Employees' Welfare Benefit Master Plan and Trust.
Report of the Audit Committee
The audit committee of the board of directors is responsible for providing
independent, objective oversight of Journal Communications' accounting functions
and internal controls. The audit committee acts under a written charter approved
by the board of directors on March 6, 2001. All of the members of the audit
committee are
17
independent as defined by Rule 4200(a)(15) of the listing standards of the
National Association of Securities Dealers, Inc.
The audit committee reviews Journal Communications' financial reporting
process on behalf of the board of directors. In fulfilling its responsibilities,
the audit committee has reviewed and discussed the audited financial statements
contained in the 2002 Annual Report on Form 10-K with Journal Communications'
management and independent auditors. Management is responsible for the financial
statements and the reporting process, including the system of internal controls.
The independent auditors are responsible for expressing an opinion on the
conformity of those audited financial statements with accounting principles
generally accepted in the United States.
The audit committee discussed with the independent auditors matters
required to be discussed by Statement on Auditing Standards No. 61,
"Communication with Audit Committees," as amended. In addition, Journal
Communications' independent auditors provided to the audit committee the written
disclosures and the letter required by the Independence Standards Board Standard
No. 1, "Independence Discussions with Audit Committees," and the audit committee
discussed with the independent auditors their independence. The audit committee
considered whether the independent auditors' provision of non-audit services is
compatible with maintaining the independent auditors' independence. Upon
discussion, the committee agreed to amend the Audit Committee Charter to require
management to seek approval for non-audit services from independent auditors.
The fees paid to the independent auditor for 2001 and 2002 were:
2001 2002
-------- --------
Audit Fees $218,756 $355,783
Audit-related Fees $137,362 $ 23,882
Tax Fees $ 52,152 $ 42,121
All other fees $236,860 $ 24,503
Audit fees are the fees billed for professional services rendered for the audit
of the company's annual financial statements, the review of quarterly financial
statements and statutory and regulatory filings. Audit-related fees are the fees
billed for assurance and related services for employee benefit plan audits,
internal control audits, attest services and consultations concerning financial
accounting and reporting matters not classified as audit. Tax fees are the fees
billed for professional services rendered for tax compliance, tax advice and tax
planning. All other fees are the fees for products and services other than those
in the above three categories.
18
In reliance on the reviews and discussion referred to above, the audit
committee recommended to the board of directors that the audited financial
statements be included in the Journal Communications' Annual Report on Form 10-K
for the fiscal year ended December 31, 2002, for filing with the U.S. Securities
and Exchange Commission.
By the Audit Committee: James L. Forbes (Chairman), Roger D. Peirce and
Ulice Payne Jr.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Journal
Communications' directors, officers and 10% shareholders to file reports with
the Securities and Exchange Commission regarding their ownership of common stock
and any changes in such ownership. Based upon Journal Communications' review of
copies of these reports and certifications given to Journal Communications by
such persons, Journal Communications believes that in 2002 the directors,
officers and 10% shareholders of Journal Communications complied with the
Section 16(a) filing requirements except for Mr. Payne and Ms. Stanek,
independent directors who do not own any shares or units, did not file an
Initial Statement of Beneficial Ownership of Securities on Form 3.
CERTAIN TRANSACTIONS
Ms. Stanek, a director, is the President of Baird Funds, Inc. and the
Managing Director and Chief Investment Officer of Baird Advisors, Robert W.
Baird & Co., Incorporated. She is not part of the investment banking division of
Robert W. Baird & Co., Incorporated. The board of directors of Journal
Communications (with Ms. Stanek abstaining) retained the services of the
investment banking division of Robert W. Baird & Co., Incorporated, as its
financial advisor in 2002 and will similarly do so in 2003. Ms. Stanek receives
no additional compensation or incentive payments as a result of Robert W. Baird
& Co., Incorporated's work for the company.
OTHER MATTERS
General
- -------
A copy of Journal Communications' annual report on Form 10-K as filed with
the Securities and Exchange Commission on March 31, 2003, was furnished to
shareholders and unitholders in April 2003. Additional copes will be forwarded
without charge to shareholders and unitholders upon written request directed to
Paul E. Kritzer, Secretary, Journal Communications, Inc., P.O. Box 661,
Milwaukee, Wisconsin 53201 (333 W. State Street, Milwaukee, Wisconsin 53203), or
his e-mail address, pkritzer@jc.com.
19
Shareholder Proposals
- ---------------------
A shareholder or unitholder wishing to include a proposal pursuant to Rule
14a-8 under the Exchange Act ("Rule 14a-8") in Journal Communications' proxy
statement for the 2004 Annual Meeting of Shareholders must forward the proposal
to Journal Communications so that it is received by Wednesday, December 31,
2003. Journal Communications' by-laws establish procedures for shareholder
nominations for elections for directors of Journal Communications and for
bringing business before any annual meeting of stockholders of Journal
Communications. Among other things, under terms as currently in effect, to bring
business before an annual meeting, a shareholder must give written notice to the
Secretary of Journal Communications not less than 90 days prior to the first
anniversary of the date of the annual meeting of shareholders of Journal
Communications in the immediately preceding year. The notice must also contain
certain information about the proposed business or the nominee and the
shareholder making the proposal. Under the by-laws as currently in effect, if
Journal Communications does not receive a shareholder proposal submitted
otherwise than pursuant to Rule 14a-8 prior to Friday, March 5, 2004, then the
notice will be considered untimely and Journal Communications is not required to
present such proposal at the 2004 Annual Meeting of Shareholders. If the board
of directors chooses to present such proposal at the 2004 Annual Meeting of
Shareholders, then the persons named in proxies solicited by the board of
directors for the 2004 Annual Meeting of Shareholders may exercise discretionary
voting power with respect to such proposal.
Management and the trustees do not intend to present to the meeting any
matter not referred to in the foregoing notice of joint meeting and do not know
of any matters that will be presented to the meeting by others.
By Order of the Board of Directors
/s/ Paul E. Kritzer
Paul E. Kritzer
Vice President & Secretary
April 29, 2003
20
Exhibit A
STOCK TRUSTEES' PROXY TO UNITHOLDERS
For the Annual Meeting of Shareholders of Journal Communications, Inc.
to be held on June 3, 2003
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned ("Trustees") of the
Journal Employees' Stock Trust ("Trust"), holder of 25,920,000 shares of capital
stock of Journal Communications, Inc., a Wisconsin corporation ("Company"), do
hereby appoint each active employee unitholder in the Trust, subject to certain
restrictive conditions, as proxy with power of substitution for and in the name
of the undersigned to vote one share of said stock for each Trust unit held by
such unitholder as evidenced on the transfer books of the Trustees at the close
of business on Tuesday, April 1, 2003, at the Annual Meeting of Shareholders of
said Company to be held at the time and place specified in the foregoing notice
and at any adjournment of said meeting, in relation to any and all matters which
may properly come before such meeting, with all of the powers that the
undersigned would possess if personally present thereat. A certified list of
such unitholders, together with the number of shares they are so entitled to
vote, has been delivered to the Company by the Trustees.
This proxy is issued pursuant to the provisions of Section 21 of the Journal
Employees' Stock Trust Agreement, dated May 15, 1937, as amended, and the
authority hereby conferred is subject to each of the restrictive conditions
expressed therein as follows:
"The Trustees, as soon as they shall receive
notice of any meeting of the owners of Journal
Stock, shall issue to each owner of units, except
ex-employee-eligibles, employee benefit trusts and
employee-eligible transferees, a proxy authorizing
him/her or such other person(s) as he/she may
substitute for him/her to vote at such meeting the
number of shares of Journal Stock represented by
the units owned by him/her, provided, however, and
each such proxy shall so state, that neither the
owner of such units nor his/her substitute(s)
shall have the power or authority to vote (a) to
sell or lease all or substantially all of the
assets of the Company, or (b) to dissolve the
Company or (c) to merge or consolidate the Company
with any other corporation(s) 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 shall have authorized the
Trustees to offer all shares held by the Trustees
for sale in accordance with the
21
provisions of Section 24 to the classes of
optionees therein defined and such options shall
have expired within three months prior to such
vote. The Trustees may authorize the affixing of a
facsimile of their signatures to any proxy with
the same effect as though such proxy was signed by
them personally. The Trustees shall have exclusive
authority to vote all shares of Journal Stock
represented by units owned by
ex-employee-eligibles, employee benefit trusts and
employee-eligible transferees."
The Trustees will vote 8,399,506 units owned by ex-employee-eligibles,
employee benefit trusts and employee-eligible transferees for the election of
directors.
Dated: April 29, 2003
Trustees Under Journal Employees' Stock Trust
Agreement, dated May 15, 1937, as amended
/s/ Steven J. Smith /s/ Paul M. Bonaiuto
/s/ Douglas G. Kiel /s/ Keith K. Spore
22
JOURNAL COMMUNICATIONS, INC.
333 West State Street
Milwaukee, Wisconsin 53203
May 1, 2003
Dear Shareholder / Unitholder:
Enclosed is your ballot to appoint proxies to vote for you to elect the slate of
directors of Journal Communications, Inc. nominated by management.
The proposal is explained in the accompanying proxy statement. Please review the
proxy statement.
Directors will be elected by a plurality of the votes cast.
We will announce the results of the voting on Tuesday, June 3, 2003.
Sincerely,
/s/ Steven J. Smith
Steven J. Smith
Chairman, Journal Communications, Inc.
23
EMPLOYEE - OWNER PROXY
ANNUAL MEETING OF SHAREHOLDERS OF
JOURNAL COMMUNICATIONS, INC.
JUNE 3, 2003
This Proxy is solicited on behalf of the Journal Communications, Inc.
Board of Directors
The undersigned appoints Steven J. Smith and Douglas G. Kiel, and each of them,
each with full power to act without the other, and each with full power of
substitution, as Proxies to vote one share of Journal Communications, Inc.
common stock for each Unit of Beneficial Interest of the Journal Employees'
Stock Trust held of record by the undersigned on April 1, 2003, at the Annual
Meeting referred to above, to be held on June 3, 2003, or any adjournment
thereof. The undersigned also acknowledges receipt of the Notice and Proxy
Statement relating to the Annual Meeting.
This Proxy, when properly executed, will be voted in the manner the undersigned
Unitholder directs below. If you sign and return this Proxy but do not specify
otherwise, this Proxy will be voted FOR the election of the nominees listed on
the reverse side of this card. Therefore, to direct a vote FOR the nominees, you
need not mark any box. Simply sign, date and return this Proxy.
If this Proxy is not returned, the shares of Journal Communications, Inc. common
stock represented by the Units of Beneficial Interest that you own will not be
voted.
Please be sure to sign on the reverse side of this card exactly as your name
appears next to the signature line.
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
RETURN USING THE ENVELOPE PROVIDED
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
The Board of Directors recommends a vote FOR the election of the following
nominees:
1 - Paul M. Bonaiuto 8 - Roger D. Peirce FOR all nominees [ ] WITHHOLD [ ]
2 - James J. Ditter 9 - David D. Reszel listed to the left AUTHORITY
3 - David J. Drury 10 - Steven J. Smith (except as specified to vote for all
4 - James L. Forbes 11 - Keith K. Spore below) nominees listed
5 - Cynthia L. Gault 12 - Mary Ellen Stanek to the left
6 - Douglas G. Kiel 13 - Karen O. Trickle
7 - Mary Hill Leahy
(Instructions: To withhold authority to vote for any
indicated nominee, write the number(s) of the
nominee(s) in the box provided below)
------------------------------------------------------
------------------------------------------------------
Date
--------------------------------------------------
Signature
---------------------------------------------
PLEASE SIGN YOUR NAME EXACTLY AS IT
--------------------------------------- APPEARS TO THE LEFT.