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 29, 2003
Journal Communications, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 1-31805 20-0020198
- --------------- ---------------- -------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
333 West State Street, Milwaukee, Wisconsin 53203
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(414) 224-2616
-------------------------------
(Registrant's telephone number)
The Journal Company
-------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
- ------ -----------------------------------------
Effective September 29, 2003, pursuant to an Agreement and Plan of Share
Exchange dated June 26, 2003 (the "Agreement"), incorporated herein by
reference, between Journal Communications, Inc., a Wisconsin corporation now
known as The Journal Company ("Old Journal"), and The Journal Company, a
Wisconsin corporation now known as Journal Communications, Inc. (the "Company"),
the Company and Old Journal effected a share exchange pursuant to which each
outstanding share of common stock of Old Journal was exchanged for three shares
of class B common stock, $0.01 par value, of the Company (divided as equally as
possible among class B-1 common stock and class B-2 common stock) (the "Share
Exchange").
As a result of the Share Exchange, Old Journal is now a wholly owned
subsidiary of the Company, and the Company has become the successor issuer to
Old Journal pursuant to Rule 12g-3 promulgated under the Securities Exchange Act
of 1934 (the "Exchange Act").
This Current Report on Form 8-K is being filed by the Company as the
initial report of the Company to the Securities and Exchange Commission (the
"SEC") and as notice that the Company is the successor issuer to Old Journal
under Rule 12g-3 of the Exchange Act. In connection with the Share Exchange, Old
Journal will file a Form 15 with the SEC to deregister its common stock under
the Exchange Act.
-2-
Item 7. Financial Statements and Exhibits.
- ------ ---------------------------------
(a) Not applicable.
(b) Not applicable.
(c) Exhibits. The following exhibits are being filed herewith:
(2) Agreement and Plan of Share Exchange, dated as of June 26,
2003, between The Journal Company (now known as Journal
Communications, Inc.) and Journal Communications, Inc. (now
known as The Journal Company)
(3.1) Articles of Incorporation of The Journal Company (now known
as Journal Communications, Inc.) (incorporated by reference
to Exhibit 3.1 to the Registration Statement on Form S-1
(Registration No. 333-105210))
(3.2) Bylaws of The Journal Company (now known as Journal
Communications, Inc.) (incorporated by reference to Exhibit
3.2 to the Registration Statement on Form S-4 (Registration
No. 333-105209))
(4) Shareholders Agreement, by and among Journal Communications,
Inc. (now known as The Journal Company), The Journal Company
(now known as Journal Communications, Inc.), Matex Inc. and
Abert Family Journal Stock Trust, dated as of May 12, 2003
(incorporated by reference to Exhibit 4.3 to the
Registration Statement on Form S-1 (Registration No.
333-105210))
-3-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
JOURNAL COMMUNICATIONS, INC.
Date: September 29, 2003 By: /s/ Paul M. Bonaiuto
-----------------------------------------
Paul M. Bonaiuto, Executive Vice President
and Chief Financial Officer
-4-
JOURNAL COMMUNICATIONS, INC.
EXHIBIT INDEX TO FORM 8-K
Report Dated September 29, 2003
Exhibit No.
- ----------
(2) Agreement and Plan of Share Exchange, dated as of June 26, 2003,
between The Journal Company (now known as Journal Communications,
Inc.) and Journal Communications, Inc. (now known as The Journal
Company)
(3.1) Articles of Incorporation of The Journal Company (now known as
Journal Communications, Inc.) (incorporated by reference to Exhibit
3.1 to the Registration Statement on Form S-1 (Registration No.
333-105210))
(3.2) Bylaws of The Journal Company (now known as Journal Communications,
Inc.) (incorporated by reference to Exhibit 3.2 to the Registration
Statement on Form S-4 (Registration No. 333-105209))
(4) Shareholders Agreement, by and among Journal Communications, Inc. (now
known as The Journal Company), The Journal Company (now known as
Journal Communications, Inc.), Matex Inc. and Abert Family Journal
Stock Trust, dated as of May 12, 2003 (incorporated by reference to
Exhibit 4.3 to the Registration Statement on Form S-1 (Registration
No. 333-105210))
-5-