<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JOURNAL REGISTER COMPANY
(Name of Registrant as Specified in Its Charter)
__________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
___________________________________________
(2) Aggregate number of securities to which transaction applies:
___________________________________________
(3)Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
____________________________________________
<PAGE>
(4) Proposed maximum aggregate value of transaction:
___________________________________________
(5) Total fee paid:
___________________________________________
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
___________________________________________
(2) Form, Schedule or Registration Statement No.:
___________________________________________
(3) Filing Party:
___________________________________________
(4) Date Filed:
___________________________________________
<PAGE>
[COMPANY LOGO]
APRIL 14, 2000
DEAR FELLOW STOCKHOLDER:
YOU ARE CORDIALLY INVITED TO ATTEND THE 2000 ANNUAL MEETING OF STOCKHOLDERS
OF JOURNAL REGISTER COMPANY, WHICH WILL BE HELD ON TUESDAY, MAY 16, 2000, AT THE
WAR MEMORIAL, WEST LAFAYETTE STREET, TRENTON, NEW JERSEY 08608, AT 10:00 A.M.,
LOCAL TIME.
THE BUSINESS TO BE CONSIDERED AND VOTED UPON AT THE MEETING IS EXPLAINED IN
THE ACCOMPANYING NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT.
WE HOPE THAT MANY OF YOU WILL BE ABLE TO ATTEND OUR 2000 ANNUAL MEETING IN
PERSON. IF YOU PLAN TO ATTEND, PLEASE WRITE YOUR NAME ON THE ENCLOSED ADMISSION
TICKET AND BRING IT WITH YOU TO THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, IT IS
IMPORTANT THAT YOUR SHARES OF COMMON STOCK BE REPRESENTED AND VOTED AT THE
ANNUAL MEETING. ACCORDINGLY, AFTER READING THE ENCLOSED NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND PROXY STATEMENT, PLEASE SIGN, DATE AND RETURN THE ENCLOSED
PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
THANK YOU FOR YOUR SUPPORT OF JOURNAL REGISTER COMPANY.
SINCERELY,
ROBERT M. JELENIC
CHAIRMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
<PAGE>
JOURNAL REGISTER COMPANY
STATE STREET SQUARE
50 WEST STATE STREET
TRENTON, NJ 08608-1298
-----------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2000
-----------
To the Stockholders of Journal Register Company:
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders of
Journal Register Company, a Delaware corporation (the "Company"), will be held
on Tuesday, May 16, 2000, at The War Memorial, West Lafayette Street, Trenton,
New Jersey 08608, at 10:00 a.m., local time, for the following purposes:
1. To elect two Class C directors to hold office until the 2003 Annual Meeting
of Stockholders;
2. To ratify the appointment of Ernst & Young LLP as independent auditors for
the Company for fiscal year 2000; and
3. To transact such other business as may properly be presented at the 2000
Annual Meeting and at any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on March 17, 2000 as
the record date for the purpose of determining the stockholders who are entitled
to notice of and to vote at the 2000 Annual Meeting of Stockholders of the
Company and any adjournments or postponements thereof. A list of such
stockholders will be available during regular business hours at the offices of
the Company at State Street Square, 50 West State Street, Trenton, New Jersey
08608 for the ten days before the meeting, for inspection by any stockholder for
any purpose germane to the meeting.
By Order of the Board of
Directors,
Jean B. Clifton
SECRETARY
Trenton, New Jersey
April 14, 2000
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED, WHETHER OR NOT YOU PLAN TO ATTEND THE 2000 ANNUAL MEETING OF
STOCKHOLDERS OF THE COMPANY. IF YOU ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES
IN PERSON IF YOU WISH, EVEN IF YOU PREVIOUSLY RETURNED YOUR PROXY.
- --------------------------------------------------------------------------------
<PAGE>
JOURNAL REGISTER COMPANY
STATE STREET SQUARE
50 WEST STATE STREET
TRENTON, NJ 08608-1298
-----------
PROXY STATEMENT
-----------
This Proxy Statement is being furnished to stockholders of Journal Register
Company, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Company's Board of Directors (the "Board") from
holders of the outstanding shares of the Company's common stock, $0.01 par value
per share (the "Common Stock"), for use at the 2000 Annual Meeting of
Stockholders of the Company to be held on Tuesday, May 16, 2000, at The War
Memorial, West Lafayette Street, Trenton, New Jersey 08608, at 10:00 a.m., local
time, and at any adjournments or postponements thereof (the "Annual Meeting"),
for the purpose of considering and acting upon the matters set forth herein.
Only holders of record of Common Stock as of the close of business on March
17, 2000 (the "Record Date") are entitled to notice of, and to vote at, the
Annual Meeting and any adjournments or postponements thereof. At the close of
business on such date, the Company had 45,367,428 shares of Common Stock issued
and outstanding. Holders of Common Stock are entitled to one vote on each matter
considered and voted upon at the Annual Meeting for each share of Common Stock
held of record as of the Record Date. Holders of Common Stock may not cumulate
their votes for the election of directors. Shares of Common Stock represented by
a properly executed proxy, if such proxy is received in time and not revoked,
will be voted at the Annual Meeting in accordance with the instructions
indicated in such proxy. IF NO INSTRUCTIONS ARE INDICATED, SHARES REPRESENTED BY
PROXY WILL BE VOTED "FOR" THE ELECTION, AS DIRECTORS OF THE COMPANY, OF THE TWO
NOMINEES NAMED IN THE PROXY TO SERVE UNTIL THE 2003 ANNUAL MEETING OF
STOCKHOLDERS, "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS FOR THE COMPANY FOR FISCAL YEAR 2000 AND IN THE DISCRETION
OF THE PROXY HOLDERS AS TO ANY OTHER MATTER WHICH MAY PROPERLY BE PRESENTED AT
THE ANNUAL MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.
This Proxy Statement and the accompanying proxy card are being mailed to
Company stockholders on or about April 14, 2000.
Any holder of Common Stock giving a proxy in the form accompanying this
Proxy Statement has the power to revoke the proxy prior to its use. A proxy can
be revoked (i) by an instrument of revocation delivered prior to the Annual
Meeting to the Assistant Secretary of the Company, (ii) by a duly executed proxy
bearing a later date or time than the date or time of the proxy being revoked or
(iii) at the Annual Meeting if the stockholder is present and elects to vote in
person. Mere attendance at the Annual Meeting will not serve to revoke the
proxy. All written notices of revocation of proxies should be addressed as
follows: Journal Register Company, State Street Square, 50 West State Street,
Trenton, NJ 08608-1298, Attention: Melissa L. Capestro, Assistant Secretary.
In determining the presence of a quorum at the Annual Meeting, abstentions
and broker non-votes (votes withheld by brokers in the absence of instructions
from street-name holders) will be included. The Company's Amended and Restated
By-laws (the "By-laws") provide that directors are elected by a plurality of the
votes cast at the meeting and that all other matters must be approved by the
affirmative vote of a majority of the shares present in person or represented by
proxy at the meeting and entitled to vote on the matter (unless the matter is
one for which the Delaware General Corporation Law, the Company's Amended and
Restated Certificate of Incorporation or the By-laws require a greater vote).
Therefore, with respect to any matter requiring approval of the affirmative vote
of a majority of the shares present in person or represented by proxy,
abstentions will have the same effect as a vote against the matter but, with
respect to the election of directors, abstentions will be excluded when
calculating the number of votes cast on the matter. In all instances, broker
non-votes will be excluded from the calculation.
<PAGE>
PROPOSAL 1-ELECTION OF DIRECTORS
The number of directors of the Company, as determined by the Board, is
currently eight. The Board has not yet selected a candidate to fill the open
Class C directorship. The Board consists of three classes: Class A, Class B and
Class C. One of the three classes, comprising approximately one-third of the
directors, is elected each year to succeed the directors whose terms are
expiring. Directors hold office until the annual meeting for the year in which
their terms expire and until their successors are elected and qualified unless,
prior to that date, they have resigned, retired or otherwise left office. In
accordance with the By-laws, the Board has determined that Class C directors are
to be elected at the Annual Meeting, Class A directors are to be elected at the
Annual Meeting of Stockholders to be held in the year 2001 and Class B directors
are to be elected at the Annual Meeting of Stockholders to be held in the year
2002.
At the Annual Meeting, two Class C directors are to be elected to the
Board, to serve until the Annual Meeting of Stockholders to be held in 2003. The
nominees for election at the Annual Meeting are John L. Vogelstein and Robert M.
Jelenic. Each nominee is presently a director of the Company. If any of the
above nominees is unable or unwilling to serve as a director, proxies may be
voted for a substitute nominee designated by the present Board. The Board has no
reason to believe that any of the above nominees will be unable or unwilling to
serve as a director.
The following table sets forth the name and age (as of the date of the
Annual Meeting) of the directors, the class to which each director has been
nominated for election or elected, their principal occupations at present, the
positions and offices, if any, held by each director with the Company in
addition to their position as a director, and the period during which each has
served as a director of the Company.
SERVED AS A
DIRECTOR OF
THE COMPANY
NAME AGE PRINCIPAL OCCUPATION-POSITION HELD SINCE
- ---- --- ---------------------------------- -----------
CLASS A-2001
Douglas M. Karp 45 Managing Director of E.M. Warburg, Pincus & 1997
Co., LLC
John R. Purcell 68 Chairman and Chief Executive Officer of 1997
Grenadier Associates Ltd.
CLASS B-2002
Gary D. Nusbaum 33 Managing Director of E.M. Warburg, Pincus & 1999
Co., LLC
Jean B. Clifton 39 Executive Vice President, Chief Financial 1997
Officer and Secretary
Joseph A. Lawrence 50 Private Investor 1997
CLASS C-2000
John L. Vogelstein 65 Vice Chairman and President of E.M. Warburg, 1997
Pincus & Co., LLC
Robert M. Jelenic 49 Chairman, President and Chief Executive 1997
Officer
CLASS A DIRECTORS
DOUGLAS M. KARP has been a director of the Company since March 1997. Mr.
Karp has been a General Partner of Warburg, Pincus & Co. ("WP") and a Member and
Managing Director of E.M. Warburg, Pincus & Co., LLC ("EMWP") and its
predecessors since 1991. Mr. Karp is a director of Primus Telecommunications
Group, Inc., Qwest Communications International, Inc. ("Qwest"), StarMedia
Network, Inc. and TV Filme, Inc.; a member of the Management Committee of Paging
Network do Brasil, S.A.; and a director of several privately held companies.
JOHN R. PURCELL has been a director of the Company since June 1997. Mr.
Purcell has been Chairman and Chief Executive Officer of Grenadier Associates
Ltd., a venture banking firm, since 1989. From 1991 to 1996, Mr. Purcell was
also Chairman of Donnelly Marketing, Inc., a data-based direct marketing
company. From 1987 to 1990, Mr. Purcell served as Chairman of Mindscape, Inc.,
an educational and entertainment computer software company. From 1982 to 1986,
2
<PAGE>
Mr. Purcell was Chairman and President of SFN Companies, Inc., a communications
company. Prior to 1982, Mr. Purcell was also an Executive Vice President of CBS,
Inc. and was a Senior Vice President, Finance and Business Operations of Gannett
Co., Inc. Mr. Purcell is a director of Bausch & Lomb, Inc., eLoyalty Corp. and
Omnicom Group, Inc.
CLASS B DIRECTORS
GARY D. NUSBAUM has been a director of the Company since February 1999. Mr.
Nusbaum has been a General Partner of WP and a Member and Managing Director of
EMWP since January 1997. Mr. Nusbaum was a Vice President of Warburg, Pincus
Ventures, LLC from January 1995 to December 1996 and was an Associate at
Warburg, Pincus Ventures, LLC from September 1989 to December 1994. Mr. Nusbaum
is a director of Submarino.com Limited and TV Filme, Inc.; a member of the
Management Committee of Paging Network do Brasil, S.A.; and a director of
several privately held companies.
JEAN B. CLIFTON has been a director of the Company and its predecessors for
more than the past six years. Ms. Clifton is the Executive Vice President, Chief
Financial Officer and Secretary of the Company, positions she has held since the
Company's inception. Prior to joining the Company, Ms. Clifton, a Certified
Public Accountant, was employed by Arthur Young & Co. (a predecessor to Ernst &
Young LLP). Ms. Clifton has 14 years of senior management experience in the
newspaper industry. Ms. Clifton is a member of the Board of Managers and
Executive Committee of AdOne, LLC, the Board of Trustees of Junior Achievement
of Central New Jersey, the Honorary Advisory Board of KidsBridge Children's
Cultural Center in Trenton, the Board of Directors of The Fresh Air Fund and the
Postal Affairs and Employee Benefits Committees of the Newspaper Association of
America.
JOSEPH A. LAWRENCE has been a director of the Company since August 1997.
From June 1998 (the date when Qwest and LCI International, Inc. ("LCI") merged)
to February 1999, Mr. Lawrence was Executive Vice President and Chief
Administrative Officer of Qwest. Prior to June 1998, Mr. Lawrence was Executive
Vice President of LCI. Mr. Lawrence joined LCI in October 1993 as Senior Vice
President of Finance and Development and Chief Financial Officer, assuming the
role of Executive Vice President and Chief Financial Officer in August 1997.
From 1990 to 1993, Mr. Lawrence was Vice President of Finance and Administration
for MCI Communications Corporation's Consumer Markets division and from 1985 to
1990 was Senior Vice President of Finance for MCI Communications Corporation's
Mid-Atlantic division. Mr. Lawrence is a director of NET-tel Communications,
Inc. and TriVergent Communications.
CLASS C DIRECTORS
JOHN L. VOGELSTEIN has been a director of the Company and its predecessors
for more than the past six years. Mr. Vogelstein is a General Partner of WP and
a Member, Vice Chairman and President of EMWP, where he has been employed since
1967. Mr. Vogelstein is a director of ADVO, Inc. and Mattel, Inc.
ROBERT M. JELENIC has been a director of the Company and its predecessors
for more than the past six years. Mr. Jelenic is the Chairman, President and
Chief Executive Officer of the Company. He has been President and Chief
Executive Officer since the inception of the Company in 1990. A Chartered
Accountant, Mr. Jelenic began his business career with Arthur Andersen in
Toronto, Canada. Mr. Jelenic has 24 years of senior management experience in the
newspaper industry, including 12 years with the Toronto Sun Publishing Corp. Mr.
Jelenic is a director of the Newspaper Association of America.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ELECTION OF JOHN
L. VOGELSTEIN AND ROBERT M. JELENIC AS CLASS C DIRECTORS.
GENERAL INFORMATION RELATING TO THE BOARD
3
<PAGE>
THE BOARD
The Board manages the business and affairs of the Company. To assist it in
carrying out its duties, the Board has delegated certain authority to two
committees. The Board held seven meetings in 1999. Each member of the Board
attended at least 75% of the aggregate meetings of the Board and the committees
thereof of which he or she was a member during 1999.
COMMITTEES OF THE BOARD
During 1999, the standing committees of the Board consisted of an Audit
Committee, established in September 1997, and a Compensation Committee,
established in May 1997. The By-laws provide, in general, that if a stockholder
intends to propose business or make a nomination for the election of directors
at the annual meeting, the Company must receive notice of such intention no
later than the close of business on the 90th day nor earlier than the close of
business on the 120th day prior to the first anniversary of the preceding year's
annual meeting. If the date of the annual meeting is changed by more than 30
days before or more than 60 days after such anniversary date, notice must be
delivered not earlier than the close of business on the 120th day prior to such
annual meeting nor later than the close of business on the later of the 90th day
prior to such annual meeting or the 10th day following the day on which public
announcement of the date of such meeting is first made by the Company. The
notice must include (a) as to each person who the stockholder proposes to
nominate for election or reelection, all information relating to the proposed
nominee required by the Securities and Exchange Commission (the "Commission") to
be disclosed in solicitations of proxies for election of directors in an
election contest or, is otherwise required (including such person's written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected); or (b) as to any other business, a brief description of
the business desired to be brought before the annual meeting, the reasons for
conducting such business at the meeting and any material interest in such
business of the stockholder and the beneficial owner, if any, on whose behalf
the proposal is made. The notice must also include (i) the name and address of
the stockholder and the beneficial owner, if any, on whose behalf the nomination
or proposal is made and (ii) the class and number of shares of the Company that
are owned beneficially and of record by such stockholder and such beneficial
owner. Notwithstanding the foregoing, in the event that the number of directors
to be elected to the Board is increased and there is no public announcement by
the Company naming all of the nominees for director or specifying the size of
the increased Board at least 100 days prior to the first anniversary of the
preceding year's annual meeting, the required stockholder's notice will also be
considered timely, but only with respect to nominees for any new positions
created by such increase, if the notice is delivered to the Company's Secretary
at its principal executive offices not later than the close of business on the
10th day following the day on which such public announcement is first made by
the Company. The foregoing is only a summary of detailed provisions of the
By-laws and is qualified by reference to the text thereof.
During 1999, the Audit Committee, consisting of Messrs. Purcell and
Lawrence, held three meetings. The Audit Committee reviews annually the
qualifications of the Company's independent certified public accountants, makes
recommendations to the Board as to their selection and reviews the planning,
fees and results of the audit.
During 1999, the Compensation Committee, consisting of Messrs. Karp,
Purcell and Lawrence, held two meetings. The Compensation Committee is
responsible for reviewing and approving the amount and type of consideration to
be paid to senior management and for administering all executive compensation
plans.
COMPENSATION OF DIRECTORS
Independent directors receive an annual fee of $10,000, a fee of $1,000 for
each Board meeting attended in person and a fee of $500 for each Board meeting
attended by telephone conference call. All directors are reimbursed for all
reasonable expenses incurred in connection with their attendance at Board
meetings. Under the Company's 1997 Stock Incentive Plan, the Company grants
independent directors, during the term of their directorships, non-qualified
stock options ("NQOs") to purchase 10,000 shares of Common Stock annually on
terms and conditions specified by the Compensation Committee.
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation for
services in all capacities during 1999, 1998 and 1997 awarded to, earned by or
paid to the Company's Chief Executive Officer and the other three most highly
compensated executive officers of the Company, whose aggregate cash and cash
equivalent compensation exceeded $100,000 (the "Named Executives").
4
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION(1) COMPENSATION
--------------- ------------
SECURITIES
NAME AND UNDERLYING LTIP ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS (#) PAYOUTS($)(2) COMPENSATION(3)
- ------------------ ---- --------- -------- ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Robert M. Jelenic, 1999 $850,000 $250,000 320,000 $288,667 $26,688
Chairman, President 1998 825,000 195,000 320,000 255,623 24,750
and Chief Executive 1997 825,000 10,497,142(4) 645,834 431,137 24,750
Officer
Jean B. Clifton, 1999 490,000 150,000 160,000 132,639 15,240
Executive Vice 1998 465,000 125,000 160,000 116,124 13,950
President, Chief 1997 445,000 5,268,571(4) 322,916 190,746 13,350
Financial Officer
and Secretary
Allen J. Mailman, 1999 200,000 10,000 25,000 46,719 6,639
Senior Vice President 1998 187,500 12,500 25,000 40,359 5,625
of Technology 1997 185,000 1,174,676(4) 56,510 64,091 5,550
William J. Higginson, 1999 187,500 10,000 25,000 30,254 5,856
Vice President of 1998 180,000 12,500 25,000 17,359 5,400
Production 1997 175,000 1,041,184(4) 53,126 8,213 5,175
</TABLE>
- -----------
(1) All other annual compensation has been omitted because such compensation
(which related only to perquisites and personal benefits) did not exceed
the lesser of $50,000 or 10% of the total annual salary and bonus reported
for each Named Executive.
(2) Prior to the Company's initial public offering of Common Stock in May 1997
(the "Offering"), the Company maintained a bonus plan (the "StarShare
Plan"), which commenced in January 1992 and in which key employees were
eligible to participate. Each participant received award units (the
"StarShare Units") based on target percentages of his or her base salary.
Each StarShare Unit represented a proportionate share of an aggregate
dollar amount. Such dollar amount was based on certain performance measures
related to the Company's compound annual growth in cash flow and revenue
and reduction in debt and/or equity redemption over a three-year
performance period. In general, StarShare Units granted under the StarShare
Plan vest at the end of the third year of the grant. Following the
applicable vesting period, the values of the StarShare Units are paid to
the participants in three equal annual installments, with interest paid on
the second and third payments at the applicable treasury note rate from the
first applicable payment date. The Company discontinued making grants under
the StarShare Plan prior to completion of the Offering and all future
payouts with respect to outstanding grants are payable solely in cash.
(3) These amounts include the Company's matching contributions under the
Company's 401(k) Plan and Supplemental 401(k) Plan and, during 1999, the
value of group term life insurance premiums paid on behalf of the Named
Executives by the Company.
(4) Includes special management bonuses paid to these Named Executives for past
services to the Company and its predecessors (the "Management Bonuses") in
the following amounts: Mr. Jelenic, $10,337,142 ($5,685,428 in shares of
Common Stock and $4,651,714 in cash); Ms. Clifton, $5,168,571 ($2,842,714
5
<PAGE>
in shares of Common Stock and $2,325,857 in cash); Mr. Mailman, $1,174,676
($646,072 in shares of Common Stock and $528,604 in cash); and Mr.
Higginson, $1,033,684 ($568,526 in shares of Common Stock and $465,158 in
cash).
STOCK OPTION GRANTS
The following table sets forth information regarding grants of options to
purchase shares of Common Stock made by the Company during the fiscal year ended
December 26, 1999 to each of the Named Executives. No stock appreciation rights
("SARs") were granted during 1999.
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
PERCENT OF POTENTIAL
TOTAL REALIZABLE VALUE
NUMBER OF OPTIONS AT ASSUMED ANNUAL
SECURITIES GRANTED TO RATES OF STOCK PRICE
UNDERLYING EMPLOYEES EXERCISE APPRECIATION FOR
OPTIONS IN PRICE EXPIRATION OPTION TERM(3)
NAME GRANTED(#) 1999(1) ($/SHARE)(2) DATE (5%) (10%)
<S> <C> <C> <C> <C> <C> <C>
Robert M. Jelenic 320,000(4) 33.1% $14.72 05/03/09 $2,962,094 $7,506,527
Jean B. Clifton 160,000(4) 16.5% 14.72 05/03/09 1,481,047 3,753,263
Allen J. Mailman 25,000(4) 2.6% 14.72 05/03/09 231,414 586,447
William J. Higginson 25,000(4) 2.6% 14.72 05/03/09 231,414 586,447
</TABLE>
- -----------
(1) The Company granted options to purchase a total of 967,200 shares of Common
Stock during 1999.
(2) The exercise price was equal to the fair market value of the shares of
Common Stock underlying the options on the grant date.
(3) Amounts reported in these columns represent amounts that may be realized
upon exercise of options immediately prior to the expiration of their term
assuming the specified compounded rates of appreciation (5% and 10%) on the
Common Stock over the term of the options. These assumptions are based on
rules promulgated by the Commission and do not reflect the Company's
estimate of future stock price appreciation. Actual gains, if any, on the
stock option exercises and Common Stock holdings are dependent on the
timing of such exercise and the future performance of the Common Stock.
There can be no assurance that the rates of appreciation assumed in this
table can be achieved or that the option holder will receive the amounts
reflected.
(4) Options vest and become exercisable in five equal annual installments
beginning on the first anniversary of the date of grant.
YEAR-END OPTION VALUES
The following table sets forth information regarding the number and
year-end value of unexercised options held at December 26, 1999 by each of the
Named Executives. The Named Executives exercised no SARs during fiscal 1999.
6
<PAGE>
FISCAL 1999 YEAR-END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED "IN-THE-MONEY"
OPTIONS AT FISCAL OPTIONS AT FISCAL
YEAR-END (#) YEAR-END ($)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
Robert M. Jelenic 322,332/963,502 $0/$0
Jean B. Clifton 161,166/481,750 0/0
Allen J. Mailman 27,604/78,906 0/0
William J. Higginson 26,250/76,876 0/0
- -----------
(1) Options are "in-the-money" if the fair market value of the underlying
securities exceeds the exercise price of the options. The amounts represent
the difference between $13.6875 per share, the fair market value of the
Common Stock issuable upon exercise of options at December 26, 1999, and
the exercise price of the options, multiplied by the applicable number of
options. Since the fair market value of the Common Stock issuable upon the
exercise of all options at December 26, 1999 was less than the option
exercise price of all options, no options were "in-the-money".
COMPENSATION PURSUANT TO PLANS
1997 STOCK INCENTIVE PLAN
Prior to completion of the Offering, the Board adopted and the stockholders
approved the Company's 1997 Stock Incentive Plan (the "1997 Plan"). Set forth
below is a discussion of the material terms of the 1997 Plan.
Subject to adjustment as provided in the 1997 Plan, the 1997 Plan
authorizes the granting of up to 4,843,750 shares of Common Stock through (i)
incentive stock options ("ISOs") and NQOs (in each case, with or without related
SARs) to acquire Common Stock, (ii) awards of restricted shares of Common Stock
("Restricted Stock"), and (iii) performance units ("Performance Units")
(collectively, "Awards") to such directors, officers and other employees of, and
consultants to the Company, its subsidiaries and affiliates, as may be
designated by the Compensation Committee or such other committee of the Board as
the Board may designate. All directors, officers, employees of, and consultants
to the Company, its subsidiaries and affiliates who are responsible for or
contribute to the management, growth and profitability of the business of the
Company, its subsidiaries and affiliates are eligible to receive Awards under
the 1997 Plan, provided, that (i) consultants are not eligible to receive grants
of ISOs and (ii) directors are eligible to receive only NQOs, as described
below, and Restricted Stock. Approximately 300 persons are currently
participating in the 1997 Plan. No participant in the 1997 Plan may be granted
Awards covering in excess of 700,000 shares of Common Stock in any fiscal year.
The aggregate number of shares available for Awards and the per-participant
limitation are 4,843,750 and 2,000,000, respectively, subject to adjustment for
certain changes in the Company's capitalization, such as stock dividends or
stock splits. Each of the Named Executives received a grant of stock options
during 1999. For details regarding the 1999 grants made to the Named Executives,
see "-Summary Compensation Table" and "-Option Grants in 1999."
The Compensation Committee currently administers the 1997 Plan, approves
the eligible participants who will receive Awards, determines the form and terms
of the Awards and has the power to fix vesting periods. Subject to certain
limitations, the Compensation Committee may from time to time delegate some of
its authority under the 1997 Plan.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code"), provides that publicly traded companies may not deduct compensation
paid to the chief executive officer or any of the four most highly compensated
other officers ("Covered Employees") to the extent it exceeds $1,000,000 in any
one tax year, unless the payments are made based upon the attainment of
objective performance goals that are established by a committee of the Board, in
7
<PAGE>
accordance with requirements of Section 162(m) of the Code, based upon business
criteria and other material terms approved by stockholders. This limitation
applies to the Company but did not apply to the Management Bonuses because they
were issued prior to the Offering. The 1997 Plan is designed so that options and
SARs granted with a fair market value exercise price, and awards of Common Stock
designated as "Performance Awards" (as described below), that are made to
Covered Employees will be considered performance-based and hence fully
deductible. However, the Compensation Committee will have the discretion to
grant awards to Covered Employees that will not qualify for the exemption from
Section 162(m). Moreover, in certain cases such as death or disability (as
described below), Performance Awards may become payable even though the
performance goals are not met, in which event the Performance Awards will not be
exempt from Section 162(m) and the Company might lose part or all of its tax
deduction.
Under the terms of the 1997 Plan, the Compensation Committee may from time
to time grant options to purchase shares of Common Stock at a price (generally
payable in cash and/or shares of Common Stock) determined by the Compensation
Committee which in the case of ISOs may not be less than the Fair Market Value
(as defined in the 1997 Plan) of the shares of Common Stock, as determined by
the mean between the highest and lowest sale prices on the New York Stock
Exchange or such other exchange on which the Common Stock is listed on the date
the option is granted. Generally, options may not be exercised later than ten
years after the date of grant. The Compensation Committee may also grant SARs
related to the options granted under the 1997 Plan. A SAR would entitle the
holder thereof to receive, upon exercise, the appreciation from the option price
to the fair market value of the shares of Common Stock on the date of exercise,
such appreciation being payable in cash and/or in shares of Common Stock as
determined by the Compensation Committee. Exercise of a SAR cancels the related
option to the extent of such exercise, and the shares of Common Stock related
thereto are not available for future grants under the 1997 Plan.
The Compensation Committee determines the times at which an option may be
exercised. Except as otherwise determined and as set forth below, an option may
only be exercised during employment or generally during the three months
following termination of employment for any reason other than death, permanent
disability, retirement or cause. Upon termination of employment for cause, an
option may no longer be exercised. Stock options generally may be exercised
during the period of one year after death if the optionee is still in the employ
of the Company or any of its subsidiaries or affiliates at the time of death, to
the extent exercisable at the time of termination by death. After termination of
an optionee's employment with the Company or any of its subsidiaries or
affiliates on account of permanent disability, stock options generally may be
exercised during the period of three years after the date of termination to the
extent exercisable at the time of termination; provided, that in the event of
death prior to expiration of the option term following termination of employment
for permanent disability, options generally may be exercised during the period
of one year following the date of death, to the extent exercisable at the time
of death. After an optionee retires from the Company or any of its subsidiaries
or affiliates, the optionee's stock options generally may thereafter be
exercised to the extent to which they were exercisable at the time of the
optionee's retirement and may be exercised at any time during the one-year
period following retirement (or such shorter period as the Compensation
Committee determines); provided, that in the event of death prior to the
expiration of the option, options generally may be exercised during the period
of one year following the date of death.
The 1997 Plan provides that the Compensation Committee may establish option
exercise procedures for purposes of permitting an optionee to defer receipt of
compensation beyond the date of the option exercise.
Under the 1997 Plan, the Compensation Committee may also make awards of
Restricted Stock. The Committee may condition the grant or vesting of such
awards on the attainment of certain performance goals and/or upon the
participant's continued service with the Company or any of its subsidiaries or
affiliates. During the period (the "Restricted Period") commencing with the
grant of Restricted Stock and ending on attainment of the applicable performance
goals or satisfaction of the requisite period of service, the participant is not
permitted to sell, transfer, assign or otherwise dispose of the Restricted
Stock. The participant generally has the right during the Restricted Period to
vote the Restricted Stock and to receive cash dividends paid thereon. However,
the Compensation Committee may determine that such cash dividends be deferred
and reinvested in additional Restricted Stock and that dividends payable in
Common Stock be paid in Restricted Stock. Upon termination of employment prior
to the end of the Restricted Period, the Restricted Stock will be forfeited,
although the Compensation Committee may waive any remaining restrictions upon
termination of employment due to retirement or involuntary termination of
employment other than for cause.
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<PAGE>
The Compensation Committee may award Performance Units. The Compensation
Committee may condition the vesting of such Performance Units on the attainment
of specified levels of one or more performance goals described below and/or upon
the continued service of the participant. The Performance Units may not be sold,
assigned or otherwise transferred during the period (the "Performance Cycle")
over which the Performance Units are to be earned. Upon termination of
employment prior to the end of the Performance Cycle, the Performance Units will
be forfeited, although the Compensation Committee may waive any remaining
payment limitations, except as described in the immediately following paragraph,
upon termination of employment due to retirement or involuntary termination
other than for cause. Subject to the Compensation Committee's approval, a
participant may, generally prior to commencement of the Performance Cycle, elect
to defer receipt of cash or shares in settlement of the Performance Units. At
the end of the Performance Cycle, the Compensation Committee will determine
which Performance Units have been earned and will cause to be delivered to the
participant a number of shares equal to the number of Performance Units deemed
by the Compensation Committee to have been earned or cash equal to the fair
market value of such shares.
The Compensation Committee may designate an award of Restricted Stock or
Performance Units to a Covered Employee as a qualified performance-based award
("Performance Award") and condition the vesting of such awards upon the
attainment of specified levels of one or more of the following performance
goals: earnings per share and/or return on equity. The Compensation Committee
does not have the power to waive achievement of such goals, except upon the
death or disability of the participant.
The 1997 Plan provides that the Compensation Committee may establish
procedures for the distribution of shares distributable pursuant to Performance
Units for purposes of permitting an awardee to defer compensation.
At the time any Award under the 1997 Plan is granted, the Compensation
Committee may grant the participant the right to receive a cash payment in an
amount specified by the Compensation Committee, to be paid when the Award
results in compensation income to the participant and to help the participant
pay the resulting taxes.
The 1997 Plan also provides that each director of the Company who is not
otherwise an employee of the Company or any of its subsidiaries or affiliates
and is not an officer, director or employee of EMWP or one of its affiliates
will receive, during the term of his or her directorship, an annual grant of
NQOs to purchase 10,000 shares of Common Stock on terms and conditions specified
by the Compensation Committee.
The 1997 Plan provides for the use of authorized but unissued shares of
Common Stock or treasury shares. To the extent that treasury shares are not
used, authorized but unissued shares of Common Stock of the Company have been
reserved for issuance upon exercise of options or distribution of Awards granted
under the 1997 Plan.
No Awards may be granted under the 1997 Plan after May 6, 2007, but Awards
theretofore granted may extend beyond that date. The 1997 Plan may be amended or
discontinued by the Board at any time, but no termination may impair the rights
of any holders of options or Awards granted prior thereto without such holder's
consent. Subject to certain limitations, the Compensation Committee may amend
the terms of any Award retroactively or prospectively, but the 1997 Plan does
not permit the Compensation Committee to cause a Performance Award to fail to be
exempt from Section 162(m) or impair the rights of any holder without the
holder's consent. The Compensation Committee has the power to interpret the 1997
Plan and to make all other determinations necessary or advisable for its
administration.
The Company has filed a registration statement covering the issuance of
shares of Common Stock pursuant to the 1997 Plan.
PENSION PLAN
Mr. Higginson participated in the Journal News, Inc. Retirement Plan (the
"JNI Retirement Plan"), which is a noncontributory defined benefit pension plan
covering substantially all non-union employees of certain of the Company's
subsidiaries. The JNI Retirement Plan provides for normal retirement benefits on
the later of the date on which the participant attains age 65 or the fifth
anniversary of such participant's becoming a JNI Retirement Plan participant.
Annual normal retirement benefits are based on career average pay and generally
consists of the sum of the following: (i) for each year after 1993, 1% of the
participant's "covered compensation" plus 1.5% of compensation in excess of
9
<PAGE>
"covered compensation;" (ii) if the participant also participated in the
predecessor pension plan, 1.5% of the participant's average annual compensation
for 1988-1993, times years of service through October 31, 1993, minus 1.25% of
the participant's Social Security benefit, times years of service through
October 31, 1993 (up to 40); and (iii) for the period from November 1, 1993
through December 31, 1993, 1% of compensation for such period, up to $3,786,
plus 1.5% of the compensation for such period in excess of $3,786. "Covered
compensation" is the average of the taxable Social Security wage bases for the
35 years ending in the year of retirement. Mr. Higginson will, upon reaching
normal retirement age of 65, be entitled to receive an annual retirement benefit
of $4,602.
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The current members of the Compensation Committee are Messrs. Karp, Purcell
and Lawrence. The Compensation Committee oversees the compensation policies
applicable to all employees, including the executive officers, has the
responsibility for establishing the specific compensation packages for the
Company's Chief Executive Officer and Chief Financial Officer and has the
primary responsibility for administering the 1997 Plan and the Executive
Incentive Compensation Plan.
EXECUTIVE COMPENSATION POLICY
The Company's compensation program is designed to achieve four fundamental
objectives: (1) to provide competitive salary levels and compensation incentives
that attract and retain qualified executives; (2) to motivate executives to
achieve specific strategic short-term and long-term objectives of the Company;
(3) to recognize individual performances and achievements, as well as the
performance of the Company relative to that of certain of its peers; and (4) to
link the interests of its senior management with the long-term interests of the
Company's stockholders. During 1999, the Company's compensation program
consisted of base salary, an annual incentive bonus and an annual grant of stock
options. Base salary provides the foundation for the Company's executive pay;
its purpose is to compensate the executive for performing his or her basic
duties. The purpose of annual incentive bonuses is to provide recognition for
favorable performance and achievement of intermediate-term objectives while the
purpose of long-term incentive plan awards and stock option grants is to provide
incentives and rewards for long-term performance and to motivate long-term
strategic planning. The Company generally establishes base salary, annual
incentive bonuses and other compensation awards primarily based on job
responsibilities, prior job performance and Company and/or unit performance.
BASE SALARIES. Base salaries for the Company's executive officers are
established annually and when there is a significant change in the executive's
level of responsibility. During 1999, the Company did not utilize any formal
survey or other compilation of empirical data on executive compensation paid at
other companies. Instead, executive compensation was determined based on a
number of factors, including the responsibilities, experience, performance and
potential of the executive officers and their period of service at current
salary levels. In addition, the Company also considered the financial results of
the Company and/or unit and certain non-financial measures. The base salary of
$850,000 paid to the Company's Chief Executive Officer in 1999 represents an
increase of $25,000 versus the prior year. It had remained unchanged during the
two previous years. The 1999 stock option grant demonstrates that the Company
has continued to transition its compensation program from one based purely on
cash to one containing a significant equity component.
INCENTIVE BONUSES. The Company's executive officers are eligible to receive
annual incentive bonuses, which are linked to the operating performance of the
Company and/or the operating unit(s) for which they are responsible. The annual
incentive bonus is designed to reward selected key employees of the Company who
contributed materially to the success of the Company during the most recent
fiscal year, thus enabling them to participate in that success as well as
providing future incentives. In determining the amount of incentive bonus
awarded, the Company takes into account a number of factors including the
individual's level of responsibility, performance and achievement of their
annual performance goals. For 1999, the Company's Chief Executive Officer
received an annual incentive bonus of $250,000. This bonus amount was determined
based on a number of factors, including the achievement of the Company's 1999
goals.
STOCK OPTIONS. Since May 1997, the Company has been utilizing stock options
as a means of providing long-term incentives to members of the Company's
management. All stock option awards are granted with an exercise price of at
least 100% of Fair Market Value (as defined in the 1997 Plan) of the Common
Stock on the date of grant and currently vest in increments of 20% annually.
10
<PAGE>
Currently, no specific formula is used to determine the number of options
granted to employees but instead awards are based on an evaluation of each
individual's overall past and expected future contribution to the Company. The
1997 Plan also provides for the grant of other forms of long-term awards
including restricted stock, SARs and performance units. The Company's Chief
Executive Officer received a grant of 320,000 options during 1999, which have an
exercise price of $14.72.
SECTION 162(M) OF THE INTERNAL REVENUE CODE
In connection with making decisions with respect to executive compensation,
the Company has taken into account, as one of the factors considered, the
provisions of Section 162(m), which limits the deductibility by the Company of
certain categories of compensation in excess of $1,000,000 paid to Covered
Employees.
Respectfully submitted,
Douglas M. Karp
Joseph A. Lawrence
John R. Purcell
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board of Directors has a Compensation Committee. During fiscal 1999,
the Compensation Committee included Douglas M. Karp, Joseph A. Lawrence and John
R. Purcell as members. During fiscal 1999, there were no changes in the
composition of the Compensation Committee.
CERTAIN TRANSACTIONS
In connection with the Offering, certain affiliates of EMWP (collectively,
"Warburg Pincus") executed a voting agreement pursuant to which it agreed with
the Company that, with respect to any matter brought to a stockholder vote,
Warburg Pincus will vote in its own discretion shares representing no more than
50% of the voting power of the Company's shares entitled to vote on the
applicable matter. The shares owned by Warburg Pincus which represent in excess
of such 50% will be voted in the same proportion as the shares voted by the
other stockholders on the applicable matter.
Pursuant to a registration rights agreement, Warburg Pincus and certain
individuals are entitled to certain registration rights with respect to their
respective shares of capital stock of the Company aggregating approximately
35,166,313 shares.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of Common Stock, as of March 17, 2000, by (i) each person known to the
Company to own beneficially more than 5% of the Company's outstanding shares of
Common Stock, (ii) each director of the Company, (iii) each of the Named
Executives and (iv) all executive officers and directors of the Company, as a
group. All information with respect to beneficial ownership has been furnished
to the Company by the respective stockholders of the Company.
11
<PAGE>
AMOUNT AND NATURE
OF BENEFICIAL PERCENTAGE OF
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) CLASS
Warburg, Pincus Capital Company, L.P.(2) 23,073,776 50.0%
466 Lexington Avenue
New York, NY 10017
Warburg, Pincus Investors, L.P.(2) 12,086,349 26.2%
466 Lexington Ave.
New York, NY 10017
New South Capital Management, Inc. 2,861,475 6.2%
1000 Ridgeway Loop Road, Suite 233
Memphis, TN 38120
Douglas M. Karp(2)(3) 35,160,125 76.2%
Gary D. Nusbaum(2)(3) 35,160,125 76.2%
John L. Vogelstein(2)(3) 35,160,125 76.2%
Robert M. Jelenic(4)(5) 860,884 1.9%
Jean B. Clifton(4)(6) 429,831 *
John R. Purcell(4)(7) 73,000 *
Joseph A. Lawrence(4) 13,750 *
Allen J. Mailman(4)(8) 85,952 *
William J. Higginson(4) 77,159 *
All directors and executive officers
as a group (9 persons) 36,700,701 79.5%
- -----------
* Represents beneficial ownership of less than 1% of the outstanding shares
of Common Stock.
(1) Beneficial ownership is determined in accordance with the rules of the
Commission. In computing the number of shares beneficially owned by a
person and the percentage ownership of that person, shares of Common Stock
subject to options and warrants held by that person that are currently
exercisable or exercisable within 60 days of March 17, 2000 are deemed
outstanding. Such shares, however, are not deemed outstanding for the
purpose of computing the percentage ownership of any other person. Except
as otherwise indicated, the persons in this table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by them.
(2) The sole General Partner of Warburg, Pincus Capital Company, L.P. ("WPCC")
and Warburg, Pincus Investors, L.P. ("Investors") is WP, a New York general
partnership. EMWP manages WPCC and Investors. The members of EMWP are
substantially the same as the partners of WP. Lionel I. Pincus is the
Managing Partner of WP and the Managing Member of EMWP, and may be deemed
to control both WP and EMWP. Douglas M. Karp, Gary D. Nusbaum and John L.
Vogelstein, directors of the Company, are Members and Managing Directors of
EMWP and General Partners of WP. As such, Messrs. Karp, Nusbaum and
Vogelstein may be deemed to have an indirect pecuniary interest (within the
meaning of Rule 16a-1 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), in an indeterminate portion of the shares
beneficially owned by WPCC, Investors and WP. See Note 3 below.
(3) All of the shares indicated as owned by Messrs. Karp, Nusbaum and
Vogelstein are owned directly by WPCC or Investors and are included because
of their affiliation with WPCC and Investors. Messrs. Karp, Nusbaum and
Vogelstein disclaim "beneficial ownership" of these shares within the
meaning of Rule 13d-3 under the Exchange Act. The address of Messrs. Karp,
Nusbaum and Vogelstein is c/o E.M. Warburg, Pincus and & Co., LLC, 466
Lexington Avenue, New York, New York 10017. See Note 2 above.
12
<PAGE>
(4) Includes shares of Common Stock which these individuals have the right to
acquire through the exercise of stock options within 60 days of March 17,
2000 as follows: Robert M. Jelenic, 450,332; Jean B. Clifton, 225,166;
Allen J. Mailman, 37,604; William J. Higginson, 36,250; John R. Purcell,
10,000; and Joseph A. Lawrence, 10,000.
(5) Includes 250 shares of Common Stock owned by Mr. Jelenic's spouse and 1,800
shares of Common Stock held by Mr. Jelenic as custodian for his children.
(6) Includes 50 shares of Common Stock owned by Ms. Clifton's spouse, 914
shares of Common Stock held by Ms. Clifton as custodian for her children
and 600 shares of Common Stock held by Ms. Clifton as custodian for the
benefit of her nieces and nephews.
(7) Includes 13,000 shares of Common Stock owned by Mr. Purcell's spouse. Mr.
Purcell disclaims "beneficial ownership" of these shares within the meaning
of Rule 13d-3 under the Exchange Act.
(8) Includes 1,800 shares of Common Stock owned by Mr. Mailman's spouse.
CUMULATIVE TOTAL STOCKHOLDER RETURN
The following graph shows a comparison of cumulative total returns on the
Common Stock against the cumulative total return for the Standard & Poors
("S&P") 500 Index, the S&P Publishing (Newspapers) Index, the Russell 2000
("Russell 2000") Index and an index composed of other publicly traded companies
that the Company considers its peers ("Peer Group"). The graph assumes an
investment of $100 on May 8, 1997 (the date the Common Stock began trading on
the New York Stock Exchange) in the Common Stock, and on April 30, 1997 in the
S&P 500 Index, the S&P Publishing (Newspapers) Index, the Russell 2000 Index and
a Peer Group. Cumulative total return assumes reinvestment of dividends. The
performance shown is not necessarily indicative of future performance.
COMPARISON OF 32 MONTH CUMULATIVE TOTAL RETURN*
AMONG JOURNAL REGISTER COMPANY, THE S&P 500 INDEX,
THE S&P PUBLISHING (NEWSPAPERS) INDEX,
RUSSELL 2000 INDEX AND A PEER GROUP
[PERFORMANCE GRAPH OMITTED - INFORMATION
REFLECTED IN TABLE BELOW]
<TABLE>
<CAPTION>
CUMULATIVE TOTAL VALUES*($)
---------------------------
S&P PUBLISHING
THE S&P (NEWSPAPERS) RUSSELL 2000
1997 THROUGH 1999 THE COMPANY 500 INDEX INDEX INDEX PEER GROUP
- ----------------- ----------- --------- -------------- ------------ ----------
<S> <C> <C> <C> <C> <C>
May 8, 1997 $100 $100 $100 $100 $100
June 30, 1997 142 111 115 113 115
September 30, 1997 140 119 126 128 128
December 31, 1997 150 123 144 130 136
March 31, 1998 149 140 163 141 141
June 30, 1998 120 144 165 136 135
September 30, 1998 105 130 123 112 113
December 31, 1998 107 158 149 122 124
March 31, 1999 86 165 143 110 114
June 30, 1999 161 177 169 128 121
September 30, 1999 98 166 175 118 124
December 31, 1999 110 191 205 120 127
</TABLE>
* $100 invested on May 8, 1997 in Common Stock or on April 30, 1997 in
indices, including reinvestment of dividends. Calendar year ending December
31, 1999.
13
<PAGE>
The Peer Group is comprised of the following publicly traded newspaper
publishing companies, and is weighted according to market capitalization as of
the beginning of each year: (1) A. H. Belo Corporation, (2) Central Newspapers,
Inc., (3) Hollinger International Inc., (4) Lee Enterprises, Inc., (5) The
McClatchy Company and (6) Pulitzer Publishing Company.
PROPOSAL 2-RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The Board desires to obtain stockholder ratification of the resolution
appointing Ernst & Young LLP, MetroPark, New Jersey, as independent auditors for
the Company for fiscal year 2000. Ernst & Young LLP served as the Company's
auditors for the fiscal year ended December 26, 1999.
If the appointment of Ernst & Young LLP is not ratified, the adverse vote
will be considered as an indication to the Board that it should select other
independent auditors for the following fiscal year. Given the difficulty and
expense of making any substitution of auditors after the beginning of the
current fiscal year, it is contemplated that the appointment for fiscal year
2000 will be permitted to stand unless the Board finds other good reason for
making a change.
A representative of Ernst & Young LLP will attend the Annual Meeting, will
have an opportunity to make a statement if he or she desires to do so and will
be available to respond to appropriate questions.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF
THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR
FISCAL YEAR 2000.
COSTS OF SOLICITATION
The cost of preparing, printing and mailing this Proxy Statement and the
accompanying proxy card and the cost of solicitation of proxies on behalf of the
Board will be borne by the Company. In addition to the use of the mail, proxies
may be solicited personally or by telephone or by regular employees of the
Company without additional compensation. Banks, brokerage houses and other
institutions, nominees or fiduciaries will be requested to forward the proxy
materials to the beneficial owners of the Common Stock held of record by such
persons and entities and will be reimbursed for their reasonable expenses
incurred in connection with forwarding such material.
OTHER MATTERS
As of the date of this Proxy Statement, the Board knows of no other matters
that will be brought before the Annual Meeting. In the event that any other
business is properly presented at the Annual Meeting, it is intended that the
persons named in the enclosed proxy will have authority to vote such proxy in
accordance with their judgment on such business.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's directors, certain
officers and persons holding more than 10% of a registered class of the
Company's equity securities to file reports of ownership and reports of changes
in ownership with the Commission and the New York Stock Exchange. Directors,
certain officers and greater than 10% stockholders are also required by
Commission regulations to furnish the Company with copies of all such reports
that they file. Based on the Company's review of copies of such forms provided
to it, the Company believes that all filing requirements were complied with
during the fiscal year ended December 26, 1999, except for two transactions on
Form 4 relating to purchases by Mr. Higginson and Mr. Lawrence that were filed
late.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals submitted for inclusion in the Proxy Statement to be
issued in connection with the Company's 2001 Annual Meeting of Stockholders must
be mailed to the Secretary, Journal Register Company, State Street Square, 50
West State Street, Trenton, NJ 08608-1298, and must be received by the Secretary
on or before December 1, 2000. In addition, stockholder proposals for
presentation at the Company's 2001 Annual Meeting of Stockholders must be
15
<PAGE>
received by the Secretary no sooner than January 17, 2001 and no later than
February 16, 2001. See "General Information Relating to the Board-Committees of
the Board."
ANNUAL REPORT
A copy of the Company's 1999 Annual Report is being mailed with this Proxy
Statement to each stockholder entitled to vote at the Annual Meeting.
Stockholders not receiving a copy of the Annual Report may obtain one, without
charge, by writing or calling Melissa L. Capestro, Assistant Secretary, Journal
Register Company, State Street Square, 50 West State Street, Trenton, NJ
08608-1298, telephone (609) 396-2200.
By Order of the Board of
Directors,
Jean B. Clifton
SECRETARY
Trenton, New Jersey
April 14, 2000
16
<PAGE>
Attn: Ralph Chianese
ADMISSION TICKET
JOURNAL REGISTER COMPANY
ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 2000 AT 10:00 A.M.
THE WAR MEMORIAL
WEST LAFAYETTE STREET
TRENTON, NEW JERSEY
ADMITS ONE STOCKHOLDER
DIRECTIONS:
FROM PHILADELPHIA: Take Interstate 95 North to U.S. Route 1 North (Exit
29A-Morrisville). From U.S. Route 1 North (to Trenton) approximately six miles
to toll bridge (no toll North bound) entering into New Jersey. Immediately upon
entering New Jersey, exit onto U.S. Route 29 North. Follow Route 29 North
approximately two miles to Willow Street. The War Memorial is to your left, off
the exit.
FROM NEW YORK: Take the New Jersey Turnpike South to Interstate 195 West (Exit
7A). Follow I-195 West (to Trenton) approximately 10 miles to U.S. Route 129
North. Route 129 North will merge onto U.S. Route 1 North. Follow Route 1 North
for approximately one mile and exit onto Perry Street. Turn left off the exit
ramp onto Perry Street. Turn left at the fifth traffic light onto North Warren
Street. Turn right at the third traffic light onto West Lafayette Street. The
War Memorial is ahead to your left.
V FOLD AND DETACH HERE V
- --------------------------------------------------------------------------------
PLEASE DETACH HERE
You Must Detach This Portion
of the Proxy Card
Before Returning It in the
Enclosed Envelope
1. Election of Class C FOR all nominees WITHHOLD AUTHORITY to *EXCEPTIONS
Directors listed below vote for all nominees
listed below
/ / / / / / / /
Nominees: John L. Vogelstein and Robert M. Jelenic
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below.)
*Exceptions_____________________________________________________________________
2. To ratify the appointment by the Board of Directors of Ernst & Young LLP
as independent auditors for the Company for fiscal year 2000
FOR / / AGAINST / / ABSTAIN / /
In their discretion the Proxies are authorized to vote upon such other matters
as may properly come before the meeting or any adjournment or postponement
thereof.
ADDRESS CHANGE AND/OR
COMMENTS MARK HERE / /
The signature on the Proxy should correspond
exactly with shareholder's name as printed to
the left. In the case of joint tenants,
co-executors, or co-trustees, both should sign.
Persons signing as Attorney, Executor,
Administrator, Trustee or Guardian should give
their full title.
Dated:________________________, 2000
SIGNED: ________________________________________
SIGNED: ________________________________________
(Please sign, date and return this
proxy card in the enclosed envelope.) Votes MUST be indicated
(x) in black or blue ink. X
- --------------------------------------------------------------------------------
<PAGE>
Attn: Ralph Chianese
JOURNAL REGISTER COMPANY
STATE STREET SQUARE
50 WEST STATE STREET
TRENTON, NEW JERSEY 08608-1298
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 16, 2000
Dear Stockholder:
The Annual Meeting of Stockholders of Journal Register Company will be
held at 10:00 a.m. on Tuesday, May 16, 2000 at The War Memorial, West Lafayette
Street, Trenton, New Jersey, for the following purposes:
1. To select two Class C directors to hold office until the 2003 Annual
Meeting of Stockholders.
2. To ratify the appointment of Ernst & Young LLP as independent auditors
for the Company for fiscal year 2000.
3. To transact such other business as may properly be presented at the
2000 Annual Meeting or any adjournments or postponements thereof.
Only holders of Common Stock of Journal Register Company of record at the close
of business on March 17, 2000 will be entitled to vote at the meeting or any
adjournments or postponements thereof.
To be sure that your vote is counted, we urge you to complete and sign the
proxy/voting instruction card below, detach it from this letter and return it in
the postage paid envelope enclosed in this package. The giving of such proxy
does not affect your right to vote in person if you attend the Annual Meeting.
The prompt return of your signed proxy will aid the Company in reducing the
expense of additional proxy solicitation.
If you plan to attend the Annual Meeting in person, detach, sign and bring this
letter to the meeting as an admission ticket. Directions to the meeting are on
the reverse side.
By Order of the Board of Directors,
March 27, 2000
Jean B. Clifton
Secretary
V FOLD AND DETACH HERE V
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JOURNAL REGISTER COMPANY
PROXY/VOTING INSTRUCTION CARD
This proxy is solicited on behalf of the Board of Directors of
Journal Register Company for the Annual Meeting on May 16, 2000
The undersigned appoints Robert M. Jelenic and Jean B. Clifton, and each of
them with full power of substitution in each, the proxies of the undersigned, to
represent the undersigned and vote all shares of Journal Register Company Common
Stock which the undersigned may be entitled to vote at the Annual Meeting of
Stockholders to be held on May 16, 2000 and at any adjournment or postponement
thereof, as indicated on the reverse side.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction if given, this proxy
will be voted FOR proposals 1 and 2.
(Continued, and to be signed and dated, on the reverse side.)
JOURNAL REGISTER COMPANY
P.O. BOX 11422
NEW YORK, NY 10203-0422
