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 23, 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) 234-2728
001-31805 THE JOURNAL COMPANY 20-0020198
A Wisconsin corporation
333 West State Street
Milwaukee, Wisconsin 53202
(414) 234-2728
This combined Form 8-K is separately filed by Journal Communications, Inc. and
The Journal Company.
Item 5. Other Events and Regulation FD Disclosure.
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On September 23, 2003, The Journal Company (the "Company") agreed to sell
16,854,000 shares of its class A common stock at a price of $15.00 per share to
the public in an initial public offering through Morgan Stanley & Co.
Incorporated, Robert W. Baird & Co. Incorporated, Credit Suisse First Boston
LLC, Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and the other underwriters who are members of the underwriting
syndicate (collectively, the "Underwriters"). In connection therewith, the Abert
Family Journal Stock Trust agreed to sell 396,000 shares of the Company's class
A common stock through the Underwriters. Journal Communications, Inc., the
parent corporation of the Company ("Old Journal"), is also a party to the
agreement with the Underwriters. Prior to the closing of the initial public
offering, the Company and Old Journal will effect a share exchange, following
which the Company will change its name to Journal Communications, Inc. and
become the parent corporation of Old Journal, which will change its name to The
Journal Company.
The underwriters also have an option to purchase up to 2,587,500 additional
shares of class A common stock of the Company at the same price per share to
cover any over-allotments. The initial public offering of the shares is expected
to close on September 29, 2003.
The class A common stock being sold by the Company and the Abert Family
Journal Stock Trust is registered on a Registration Statement on Form S-1
(Registration No. 333-105210) as filed with the Securities and Exchange
Commission. The final version of the Underwriting Agreement among the Company,
Old Journal, the Abert Family Journal Stock Trust and the Underwriters is filed
herewith, along with the press release announcing the pricing of the initial
public offering.
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Item 7. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are being filed herewith
(1.1) Underwriting Agreement, dated September 23, 2003, among The
Journal Company, Journal Communications, Inc., the Abert
Family Journal Stock Trust and Morgan Stanley & Co.
Incorporated, Robert W. Baird & Co. Incorporated, Credit
Suisse First Boston LLC, Goldman, Sachs & Co. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, and the other
underwriters named therein.
(99.1) Press Release, Journal Communications Initial Public
Offering Priced at $15.00 Per Share, September 23, 2003.
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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 23, 2003 By: /s/ Paul E. Kritzer
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Paul E. Kritzer
Vice President, Secretary and
General Counsel-Media
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JOURNAL COMMUNICATIONS, INC.
THE JOURNAL COMPANY
EXHIBIT INDEX TO FORM 8-K
Report Dated September 23, 2003
Exhibit No.
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(1.1) Underwriting Agreement, dated September 23, 2003, among The Journal
Company, Journal Communications, Inc., the Abert Family Journal Stock
Trust and Morgan Stanley & Co. Incorporated, Robert W. Baird & Co.
Incorporated, Credit Suisse First Boston LLC, Goldman, Sachs & Co. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, and the other
underwriters named therein.
(99.1) Press Release, Journal Communications Initial Public Offering Priced at
$15.00 Per Share, September 23, 2003.
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