Filer: Journal Communications, Inc.
Filer: Journal Employees' Stock Trust
Filer: The Journal Company
Pursuant To Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rules 13e-4(c), 14a-12(b)
and 14d-2(b) under the Securities Exchange Act of 1934
Subject Company: Journal Communications, Inc.
Journal Employees' Stock Trust
The Journal Company
Reg. No. (333-105209)
FOR MORE INFORMATION: FOR IMMEDIATE RELEASE:
Bob Dye May 14, 2003
414-224-2725
rdye@jc.com
JOURNAL COMMUNICATIONS, INC. FILES REGISTRATION STATEMENTS
Milwaukee, Wis. - Journal Communications today announced a plan for a new
permanent capital structure, including a share exchange and an initial public
offering.
In the share exchange, current shareholders and unitholders would receive shares
of class B common stock, which would have 10 votes per share. A Registration
Statement on Form S-1 was filed with the Securities and Exchange Commission
related to the initial public offering. Class A common stock with one vote per
share would be offered to the public.
The company also filed a joint proxy statement/prospectus with the SEC relating
to the new capital structure.
The plan is subject to the approval of the shareholders of Journal
Communications, including approvals required under the Journal Employees' Stock
Trust Agreement.
Morgan Stanley and Robert W. Baird & Co. are serving as the managing
underwriters of the public offering. A prospectus may be obtained from Morgan
Stanley, 1585 Broadway, New York, NY 10036, or Robert W. Baird & Co., 777 E.
Wisconsin Ave., Milwaukee, WI 53202.
Journal Communications is a diversified media and communications company
operating businesses in newspaper publishing, radio and television broadcasting,
telecommunications and printing services. In addition, the company operates a
label printing business and a direct marketing services business.
A Registration Statement on Form S-1 relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to the
time the Registration Statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
(more)
Page Two
May 14, 2003
Journal Communications, Inc. and the Journal Employees' Stock Trust ("JESTA")
may be deemed to be participants in the solicitation of proxies. The
participants in this solicitation may also include the directors and executive
officers of Journal Communications, Inc. and the trustees of JESTA. A list of
the names of the directors and executive officers of Journal Communications,
Inc. is contained in the joint proxy statement/prospectus of Journal
Communications, Inc. and JESTA contained in a Registration Statement on Form S-4
which may be obtained without charge at the SEC's Internet site
(http://www.sec.gov) under "The Journal Company." As of the date of this press
release, none of the foregoing participants, other than JESTA, individually
beneficially owns in excess of 5% of Journal Communications, Inc.'s common
stock. Except as disclosed above and in the joint proxy statement/prospectus of
Journal Communications, Inc. and JESTA contained in the Registration Statement
on Form S-4, to the knowledge of Journal Communications, Inc. and JESTA, none of
the directors or executive officers of Journal Communications, Inc. or trustees
of JESTA has any material interest, direct or indirect, by security holdings or
otherwise, in the proposed share exchange.
More detailed information pertaining to the proposals of Journal Communications,
Inc. and JESTA will be set forth in appropriate filings that have been and will
be made with the SEC including the joint proxy statement/prospectus of Journal
Communications, Inc. and JESTA contained in the Registration Statement on Form
S-4 relating to the proposed share exchange. We urge shareholders and
unitholders to read documents that are or may be filed with the SEC when they
are available because they will contain important information. Shareholders and
unitholders will be able to obtain a free copy of any filings containing
information about Journal Communications, Inc., without charge, at the SEC's
Internet site (http://www.sec.gov). Copies of any filings containing information
about Journal Communications, Inc. can also be obtained, without charge, by
directing a request to Journal Communications, Inc., 333 West State Street,
Milwaukee, Wisconsin 53203, attention Secretary.
# # #
[Letterhead of Journal]
May 14, 2003
Dear Journal Communications Employees and Unitholders,
I appreciate your patience during the past months as company management and the
board of directors have undertaken a thorough and comprehensive analysis of
potential sources of permanent capital for our company. After careful and
thoughtful deliberations, our plan is to put in place a new capital structure.
The steps of putting this in place include an exchange of units for shares and
an initial public offering. This plan, which has the unanimous support of the
board and senior management of the company, is described in documents that we
filed today with the Securities and Exchange Commission (SEC), in Washington,
D.C.
Our current capital structure has served the company and unitholders well for 66
years. But the complex and increasingly competitive business environment in
which we operate requires that we create a capital structure that better meets
the needs of the company today, allowing us to continue to build our businesses
and pursue new opportunities for growth.
Having a base of permanent capital will provide us with a whole range of new
options and the financial flexibility to better shape our company and its
future. For example, as a public company we can use our stock as a currency to
make acquisitions. It will also measurably improve the company's ability to
access a range of new sources of capital. We believe this increased financial
flexibility will allow us to compete in the marketplace with bigger and better
capitalized competitors; help in our quest to grow the company's businesses and
capitalize on new business opportunities; and accelerate our ability to achieve
our strategic vision for Journal Communications.
The best and smartest decisions for our company are by extension the best and
smartest decisions for us as employees and owners. After much careful
consideration, we believe that this proposed plan is the best way to preserve
and grow the vitality of our business and to position us to maximize long-term
shareholder value.
Being a public company will create a ready market for those who wish to buy and
sell shares once we have a well-established market. Importantly, this liquid
market for the shares will enable you to, over time, sell a portion of your
holdings to reduce your Stock Plan debt or to diversify your investment
portfolio.
Integrity, high ethical standards, accountability and respect are the core
values that make Journal Communications the special place that it is today. Our
culture and tradition of excellence, which is predicated on entrepreneurial
employee ownership, is something that should be a source of pride for all of us.
I'd like to emphasize that this important part of our culture - and our success
- - will be protected through this transaction. The plan is designed to retain
voting control in the hands of current and former Journal Communications
employees and the heirs of Harry J. Grant. In fact, the Grant family
shareholders have already given their approval of the plan.
Our unitholders' purchases of units have represented an important source of
funding for our business over many years. Now, we need additional sources of
capital to grow, and wish to provide unitholders the opportunity to
significantly reduce or, over time, eliminate their Stock Plan debt, while
continuing to hold an investment in the company.
This is a transforming event for Journal Communications, but we are not the
first to go down this path. United Parcel Service was private and employee-owned
for nearly a hundred years before their successful IPO in 1999. Other
well-established and successful media companies made important decisions to
raise equity from the public some years ago. Examples include The Washington
Post Company, The New York Times Company, E.W. Scripps, Pulitzer and McClatchy.
Like we plan to do, all of these businesses retained voting control in the hands
of the same people who owned them as a private company, and have increased their
growth and shareholder value as a result.
After receiving approval from our board of directors, we filed today a
registration statement with the SEC, the federal government agency that oversees
securities offerings and securities markets. This registration statement is not
final at this time. A complete copy of the preliminary version of this joint
proxy statement/prospectus is being mailed with this letter to the homes of all
unitholders and the Grant family shareholders.
For now, all we suggest you do is review the preliminary joint proxy
statement/prospectus to become better informed about what is being proposed. In
the coming weeks, the company will be hosting a number of employee informational
meetings. I encourage you to make every effort to attend one of these meetings.
Along with this letter, I have enclosed a copy of the Journal Communications
news release that was issued today to the media.
We are now "in registration" with the SEC and, until cleared by the SEC, we are
unable to provide you or anyone else with any information beyond what we have
filed. This is referred to as being in a "quiet period." Given these important
legal restrictions, I will ask for your cooperation in not discussing the
proposed transaction with anyone outside the company, including members of the
news media. Doing so could be misconstrued as a statement by the company.
You no doubt will have many questions about what is proposed. One of the
sections of the joint proxy statement/prospectus is written in question and
answer format, and there we have tried to anticipate and answer most of your
questions. Attending an employee informational meeting will give the board and
management the opportunity to provide you an overview and answer any questions
you may have.
You may access these filings with the SEC on their Web site (www.sec.gov) under
"The Journal Company." Questions may be sent to me at ssmith@jc.com. Within the
bounds of the legal restrictions applicable to the "quiet period," we will be
happy to respond to your questions. The Stock Plan trustees are in the process
of reviewing the proposed transaction and will be provided a copy of all
inquiries and responses, so they can keep up-to-date on unitholder views and
concerns.
I look forward to discussing with you this historic and important step in the
company's history.
Sincerely,
/s/ Steven J. Smith
Steven J. Smith
ssmith@jc.com
414-224-2425
Journal Communications, Inc. and the Journal Employees' Stock Trust ("JESTA")
may be deemed to be participants in the solicitation of proxies. The
participants in this solicitation may also include the directors and executive
officers of Journal Communications, Inc. and the trustees of JESTA. A list of
the names of the directors and executive officers of Journal Communications,
Inc. is contained in the joint proxy statement/prospectus of Journal
Communications, Inc. and JESTA contained in a Registration Statement on Form S-4
which may be obtained without charge at the SEC's Internet site
(http://www.sec.gov) under "The Journal Company." As of the date of this
communication, none of the foregoing participants, other than JESTA,
individually beneficially owns in excess of 5% of Journal Communications, Inc.'s
common stock. Except as disclosed above and in the joint proxy
statement/prospectus of Journal Communications, Inc. and JESTA contained in the
Registration Statement on Form S-4, to the knowledge of Journal Communications,
Inc. and JESTA, none of the directors or executive officers of Journal
Communications, Inc. or trustees of JESTA has any material interest, direct or
indirect, by security holdings or otherwise, in the proposed share exchange.
More detailed information pertaining to the proposals of Journal Communications,
Inc. and JESTA will be set forth in appropriate filings that have been and will
be made with the SEC including the joint proxy statement/prospectus of Journal
Communications, Inc. and JESTA contained in the Registration Statement on Form
S-4 relating to the proposed share exchange. We urge shareholders and
unitholders to read documents that are or may be filed with the SEC when they
are available because they will contain important information. Shareholders and
unitholders will be able to obtain a free copy of any filings containing
information about Journal Communications, Inc., without charge, at the SEC's
Internet site (http://www.sec.gov). Copies of any filings containing information
about Journal Communications, Inc. can also be obtained, without charge, by
directing a request to Journal Communications, Inc., 333 West State Street,
Milwaukee, Wisconsin 53203, attention Secretary.
PHONE SCRIPT
Hi, this is ____________ calling from Journal Communications. Today Chairman &
CEO Steve Smith announced that the company plans to put in place a new capital
structure including an exchange of units for shares and an initial public
offering. This plan has the unanimous support of the board of directors and
senior management.
A letter detailing this plan and a copy of the news release issued this morning
are currently en route to you. Included in that mailing is a copy of the
preliminary version of the joint proxy statement and prospectus just filed with
the SEC.
I am calling to invite you to attend a special informational meeting with Steve
Smith about this announcement. Three times have been scheduled: today at 2:00
p.m., tomorrow at 10:00 a.m. and tomorrow at 6:00 p.m. All three meetings will
be held at the Bradley Center, which is located on 4th and State Streets.
Limited complimentary parking is available at the Bradley Center parking
structure on 6th Street between State St. and Highland, directly across from
MATC. Tell the attendant that you are there for the Journal Communications
meeting. The attendant will give you a ticket, which you will need to return to
an attendant when leaving the structure.
All attendees will enter the Bradley Center building on the east side, through
gates A and B. That means that if you park in the Bradley Center parking
structure, you will then need to walk outside one and a half blocks to the
entrance. The west side doors will not be open.
Please note that these meetings are for employees and unitholders only. It is
not open to the public.
Again, you are invited to one of three special informational meetings regarding
today's new capital structure announcement. The first meeting is today at 2:00
p.m. Another is scheduled for tomorrow at 10:00 a.m., and the third will be held
tomorrow at 6:00 p.m. All three meetings will be held at the Bradley Center. A
complete package of information regarding the announcement was mailed to you
today. Please note that, if you wish to access some of the SEC filings
referenced in the letter and press release on the SEC's website, www.sec.gov,
you may need to refer to The Journal Company as "Journal Co"
MEETING ANNOUNCEMENT
Please plan to attend a special informational meeting with Chairman & CEO Steve
Smith regarding the new permanent capital structure announcement.
Wednesday, May 14
2:00 p.m.
Bradley Center
(4th & State Streets, Milwaukee)
Two additional meetings will be held tomorrow, May 15, for those who cannot
attend today. The first will be at 10 a.m., and the second at 6 p.m. Again, both
will be held at the Bradley Center. Enter through Gates A & B on the east (4th
Street) side of the building.
These meetings are open only to employees and unitholders of Journal
Communications.
Leaders from all southeastern Wisconsin-based Journal Communications' companies
have been asked to make some allowances so any employee who wishes to attend one
of these meetings may do so.
Limited complimentary parking is available at the Bradley Center parking
structure on 6th Street between State St. and Highland, directly across from
MATC. Tell the attendant that you are there for the Journal Communications
meeting.
E-MAIL MESSAGE: JOURNAL SENTINEL
[Subject: An Important Message from Chairman & CEO Steve Smith]
Attached is:
a letter from Chairman & CEO Steve Smith;
a copy of a news release issued this morning;
and, an invitation to one of three special informational meetings with Steve
Smith scheduled for today and tomorrow. These meetings are for employees and
unitholders only.
Copies of the letter and news release have also been faxed to your location and
mailed to your home. Also in the mail to you is a copy of the preliminary
version of the 100+ page joint proxy statement and prospectus filed today with
the Securities and Exchange Commission (SEC). Please note that, if you wish to
access some of the SEC filings referenced in the letter and press release on the
SEC's website, www.sec.gov, you may need to refer to The Journal Company as
"Journal Co"
E-MAIL COVER MESSAGE REGARDING THE LETTER AND NEWS RELEASE:
ADD INC., JOURNAL BROADCAST GROUP, NORLIGHT TELECOMMUNICATIONS,
IPC PRINT SERVICES, NORTHSTAR PRINT GROUP, PRIMENET MARKETING SERVICES
Attached is a letter from Chairman & CEO Steve Smith and a copy of a news
release issued this morning. Copies of the letter and news release have also
been faxed to your location and mailed to your home. Also in the mail to you is
a copy of the preliminary version of the 100+ page joint proxy statement and
prospectus filed today with the Securities and Exchange Commission (SEC). Please
note that informational meetings for employees and unitholders at some locations
outside the metro-Milwaukee area are in the process of being scheduled and will
be announced shortly. For employees in or near the metro-Milwaukee area, watch
for a second e-mail detailing three informational meetings scheduled today and
tomorrow.
Please note that, if you wish to access some of the SEC filings referenced in
the letter and press release on the SEC's website, www.sec.gov, you may need to
refer to The Journal Company as "Journal Co"
* * *
Journal Communications, Inc. and the Journal Employees' Stock Trust ("JESTA")
may be deemed to be participants in the solicitation of proxies. The
participants in this solicitation may also include the directors and executive
officers of Journal Communications, Inc. and the trustees of JESTA. A list of
the names of the directors and executive officers of Journal Communications,
Inc. is contained in the joint proxy statement/prospectus of Journal
Communications, Inc. and JESTA contained in a Registration Statement on Form S-4
which may be obtained without charge at the SEC's Internet site
(http://www.sec.gov) under "The Journal Company." As of the date of this
communication, none of the foregoing participants, other than JESTA,
individually beneficially owns in excess of 5% of Journal Communications, Inc.'s
common stock. Except as disclosed above and in the joint proxy
statement/prospectus of Journal Communications, Inc. and JESTA contained in the
Registration Statement on Form S-4, to the knowledge of Journal Communications,
Inc. and JESTA, none of the directors or executive officers of Journal
Communications, Inc. or trustees of JESTA has any material interest, direct or
indirect, by security holdings or otherwise, in the proposed share exchange.
More detailed information pertaining to the proposals of Journal Communications,
Inc. and JESTA will be set forth in appropriate filings that have been and will
be made with the SEC including the joint proxy statement/prospectus of Journal
Communications, Inc.
and JESTA contained in the Registration Statement on Form S-4 relating to the
proposed share exchange. We urge shareholders and unitholders to read documents
that are or may be filed with the SEC when they are available because they will
contain important information. Shareholders and unitholders will be able to
obtain a free copy of any filings containing information about Journal
Communications, Inc., without charge, at the SEC's Internet site
(http://www.sec.gov). Copies of any filings containing information about Journal
Communications, Inc. can also be obtained, without charge, by directing a
request to Journal Communications, Inc., 333 West State Street, Milwaukee,
Wisconsin 53203, attention Secretary.