SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
_______________________
Date of Report
(Date of earliest
event reported): September 3, 2003
Commission File Name of Registrant, State of Incorporation, Address of IRS Employer
Numbers Principal Executive Offices and Telephone Number Identification Number
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0-7831 JOURNAL COMMUNICATIONS, INC. 39-0382060
A Wisconsin corporation
333 West State Street
Milwaukee, Wisconsin 53202
(414) 224-2728
0-7832 JOURNAL EMPLOYEES' STOCK TRUST 39-6153189
333 West State Street
Milwaukee, Wisconsin 53202
(414) 224-2728
333-105209 THE JOURNAL COMPANY 20-0020198
333-105210 A Wisconsin corporation
333 West State Street
Milwaukee, Wisconsin 53202
(414) 224-2728
This combined Form 8-K is separately filed by Journal Communications, Inc.,
Journal Employees' Stock Trust and The Journal Company.
Item 5. Other Events and Regulation FD Disclosure.
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At a special meeting of shareholders and unitholders held on September 3,
2003, the shareholders of Journal Communications, Inc., a Wisconsin corporation
(the "Company"), and the unitholders of Journal Employees' Stock Trust (the
"Trust"), approved all of the components of the Company's previously announced
permanent capital plan, including:
o a share exchange, pursuant to which each share of the Company's existing
common stock will automatically be exchanged for three shares of new class
B common stock of The Journal Company ("New Journal," currently a
wholly-owned subsidiary of the Company), which will be entitled to ten
votes per share;
o an amendment to the Journal Employees' Stock Trust Agreement ("JESTA") to
explicitly permit the share exchange to occur and to provide that,
immediately after the share exchange is completed, JESTA will terminate and
the shares of class B common stock of New Journal held by JESTA as a result
of the share exchange will be distributed to the unitholders of JESTA;
o New Journal's 2003 Equity Incentive Plan; and
o New Journal's 2003 Employee Stock Purchase Plan.
A copy of the Company's and the Trust's communication to shareholders and
unitholders regarding approval of the permanent capital plan is filed as Exhibit
99 hereto and is incorporated by reference herein.
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Item 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibit is being filed herewith:
(99) Announcement to shareholders and unitholders of Journal
Communications, Inc. and Journal Employees' Stock Trust, dated
September 3, 2003, regarding approval of the Journal Communications,
Inc. permanent capital plan.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
JOURNAL COMMUNICATIONS, INC.
THE JOURNAL COMPANY
Date: September 3, 2003 By: /s/ Paul M. Bonaiuto
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Paul M. Bonaiuto, Executive Vice
President and Chief Financial Officer
JOURNAL EMPLOYEES' STOCK TRUST
Date: September 3, 2003 By: /s/ Paul M. Bonaiuto
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Paul M. Bonaiuto, Trustee
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JOURNAL COMMUNICATIONS, INC.
JOURNAL EMPLOYEES' STOCK TRUST
THE JOURNAL COMPANY
EXHIBIT INDEX TO FORM 8-K
Report Dated September 3, 2003
Exhibit No.
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(99) Announcement to shareholders and unitholders of Journal Communications,
Inc. and Journal Employees' Stock Trust, dated September 3, 2003, regarding
approval of the Journal Communications, Inc. permanent capital plan.
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