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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
July 29, 1998.
JOURNAL REGISTER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-12955 22-3498615
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction of Identification Number)
Incorporation)
State Street Square, 50 West State Street, Trenton, NJ 08608
(Address of Principal Executive Offices, Including Zip Code)
(609) 396-2200
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
Journal Register Company (the "Company") is in the process of making an
offering of $130,000,000 aggregate principal amount of convertible notes
("Notes") (subject to increase to cover over-allotments) to certain qualified
institutional buyers and certain other potential purchasers. The offering will
not be registered under the Securities Act of 1933, as amended (the "Securities
Act"). The Notes, which will mature in 2005, will be convertible in accordance
with their terms into shares of the Company's common stock, par value $.01 per
share. The net proceeds from the sale of the Notes will be used by the Company
to repay current borrowings under its bank credit facility.
The Notes offered will not be registered under the Securities Act, and may
not be offered or sold in the United States absent registration or an exemption
from registration requirements under applicable federal and state securities
laws.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
Not Applicable
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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 REGISTER COMPANY
(REGISTRANT)
By: /S/ JEAN B. CLIFTON
Name: Jean B. Clifton
Title: Executive Vice President, Chief
Financial Officer & Treasurer
Date: July 31, 1998
