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) May 17, 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 Incorporation) Identification Number)
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)
<PAGE>
ITEM 5. OTHER EVENTS.
On May 18, 1998, Journal Register Company (the "Company") issued a news
release announcing the Company's agreement to acquire the Goodson Newspaper
Group's Pennsylvania, New York and Ohio newspapers, including five daily
newspapers and 20 non-daily publications. A copy of that press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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.
The following exhibit is filed with this Report:
99.1 Press Release dated May 18, 1998.
<PAGE>
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: May 20, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release dated May 18, 1998.
EXHIBIT 99.1
[COMPANY LOGO]
NEWS RELEASE
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FOR IMMEDIATE RELEASE May 18, 1998
Journal Register Company to Acquire the Goodson Newspaper Group's Pennsylvania,
New York and Ohio Newspapers
Acquisition to include five daily newspapers and 20 non-daily publications
TRENTON, NJ-Journal Register Company (NYSE:JRC) Chairman, President and Chief
Executive Officer Robert M. Jelenic announced today that Journal Register
Company has reached an agreement to acquire the Goodson Newspaper Group's
Pennsylvania, New York and Ohio newspapers for $300 million in cash.
The acquisition includes five daily newspapers with 123,693 paid daily
circulation and 107,686 paid Sunday circulation, and 20 non-daily publications
with combined distribution of approximately 360,000. These publications had 1997
combined revenues of approximately $68.9 million and operating cash flow of
approximately $21.4 million. Given the synergies Journal Register Company
expects to achieve, the purchase price represents less than 11 times the
operating cash flow that the Company expects the acquired newspapers to achieve
in 1999.
"We are extremely pleased to announce that the Pennsylvania, New York and
Ohio Goodson newspapers and their talented staffs will join Journal Register
Company," said Jelenic. "We have long felt that these high quality,
award-winning newspapers would be a superb addition to and an excellent fit with
our current clusters, especially our suburban Philadelphia area cluster, where
after the transaction is completed we will have combined daily circulation of
more than 197,000 and non-daily distribution of more than 600,000. There are
also considerable synergies with our New York and Ohio clusters. This purchase
underscores our commitment to strengthening and expanding our existing clusters
through strategic acquisitions."
Speaking on behalf of the selling stockholders, the Estate of Mark Goodson
and various Goodson family trusts, the executor and trustee, Jeremy Shamos,
stated: "the properties being sold are the remaining core of a newspaper group
that Mark Goodson, with the help of Seymour Schneiman, assembled starting 40
years ago. I know that Mark and Seymour would be as pleased with this
transaction as we are, since it testifies eloquently to the values of Seymour's
advice, and Mark's patience, foresight and trust." The Goodson Newspaper Group,
Incorporated, a privately held newspaper company, is based in Lawrenceville, NJ.
The transaction, expected to be financed initially from an expanded $900
million credit facility, is expected to be completed by the end of June, pending
regulatory approval. The acquisition is projected to be accretive to cash
earnings (net income plus amortization) in the first full year under Journal
Register Company's ownership. It is expected to be dilutive to GAAP (Generally
Accepted Accounting Principles) earnings per share, due principally to the
amortization expense associated with the transaction.
Revenues from the combined companies for the calendar year 1997 would have
been approximately $428.3 million, with operating cash flow of approximately
$154.8 million, as adjusted for Journal Register Company's May 1997 initial
public offering. This will be Journal Register Company's 12th and largest
acquisition since the Company's formation in 1990, and its fifth since its
initial public offering approximately one year ago.
Among the five daily newspapers and 20 non-daily publications included in
the transaction are two
<PAGE>
daily newspapers, 8 weekly newspapers, 6 shoppers and three total market
coverage publications (TMC's) in the suburban Philadelphia area; two daily
newspapers and two shoppers in New York State; and one daily newspaper and one
TMC in Ohio. When completed, the acquisition will give Journal Register Company
an even stronger presence in some of the Philadelphia area's most affluent
suburbs.
"This transaction is consistent with our overall acquisition strategy and
positions us extremely well for future growth," said Journal Register Company
Executive Vice President, Chief Financial Officer and Treasurer Jean B. Clifton.
Journal Register Company is a leading U.S. newspaper publishing company
that currently owns 19 daily newspapers, including the New Haven Register,
Connecticut's second largest daily and Sunday newspaper with 100,082 daily and
111,576 Sunday circulation, and 155 non-daily publications in nine states.
Journal Register Company currently has total paid daily circulation of
approximately 534,000 and non-daily distribution of approximately 3.1 million.
The Company's operations are clustered in six geographic areas: Connecticut,
Ohio, Philadelphia and its surrounding areas, the greater St. Louis area,
central New England, and the Capital-Saratoga, NY Region.
Following completion of the acquisition, Journal Register Company will have
24 daily newspapers with combined paid daily circulation of 657,628 and combined
paid Sunday circulation of 636,242; and 175 non-daily publications with combined
distribution of approximately 3.5 million. Following is a list of the Goodson
newspapers included in the acquisition.
Goodson Newspapers
Suburban Philadelphia Area Daily Circ.* Sunday Circ.* Non-daily Dist.
Delaware County Daily Times 51,098 49,218 --
Times Extra -- -- 25,000
Pottstown Mercury 27,536 28,602 --
Marketplace -- -- 30,000
US Express -- -- 30,000
Penny Pincher Shoppers -- -- 90,000
(6 publications)
Main Line Times -- -- 14,219
News of Delaware County -- -- 38,139
Germantown Courier -- -- 19,248
Mt. Airy Times Express -- -- 13,581
Town Talk Newspapers -- -- 47,367
(4 publications)
New York
Kingston Daily Freeman 22,317 29,866 --
Oneida Daily Dispatch 7,717 -- --
Oneida-Chittenango Pennysavers -- -- 24,000
(2 publications)
Ohio
Massillon Independent 15,025 -- --
Quality Time -- -- 27,000
TOTALS 123,693 107,686 358,554
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* March 31, 1998 ABC Fas Fax report, except the Oneida Daily Dispatch, 12/31/97
Publisher's Statement.
This news release contains forward-looking statements that involve a number of
risks and uncertainties which could cause actual results to differ materially.
These include, but are not limited to, the success of the Company's acquisition
strategy, competitive pressures and general or regional economic condition. Some
additional risk factors are outlined in the Company's most recent Annual Report
on Form 10-K filed with the Securities and Exchange Commission.
###
For more information: Journal Register Company Diane Berry Pardee
State Street Square Vice President,
50 West State Street Corporate Communications
Trenton, NJ 08608-1298
(609) 396-2200 voice; (609) 396-2292 fax
