Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-------------------------
JOURNAL COMMUNICATIONS, INC.
(Exact name of Co-Registrant as specified in its charter)
Wisconsin 39-0382060
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 WEST STATE STREET
MILWAUKEE, WISCONSIN 53203
(Address of Principal Executive Offices including Zip Code)
JOURNAL EMPLOYEES' STOCK TRUST
(Exact name of Co-Registrant as specified in its charter)
Wisconsin 39-6153189
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
333 WEST STATE STREET
MILWAUKEE, WISCONSIN 53203
(Address of Principal Executive Offices including Zip Code)
JOURNAL EMPLOYEES' STOCK TRUST AGREEMENT
(Full title of the plan)
Paul E. Kritzer
333 West State Street
Milwaukee, Wisconsin 53203
(Name and address of agent for service)
(414) 224-2374
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Title of offering aggregate Amount of
Securities to Amount to be price per offering registration
be registered registered share (1) price fee
Units of
Beneficial
Interest 1,500,000 $36.68 $55,020,000 $18,340
(1) Estimated solely for the purpose of calculating the registration fee.
<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission as part of this Form S-8 Registration Statement.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Documents Incorporated by Reference
The following documents filed with the Securities and Exchange
Commission are incorporated in this Registration Statement by reference:
(a) The Annual Reports on Form 10-K of Journal Communications,
Inc. (the "Company") and of the Journal Employees' Stock
Trust (the "Trust") for the fiscal year ended December 31,
1995
(b) All reports filed by the Company and by the Trust pursuant
to Section 13 of the Securities Exchange Act of 1934 since
December 31, 1995
(c) The description of the Units of Beneficial Interest issued
by the Trust contained in pages 11-14 of the Trust's
Registration Statement on Form 10 dated June 27, 1974, and
any amendment or report filed for the purpose of updating
such description.
All documents filed by the Company and by the Trust pursuant to
Sections 13,14 and 15(d) of the Securities Exchange Act of 1934 subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all units covered by this
Registration Statement have been sold or which deregisters all units
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and shall be a part hereof from the date of filing.
Item 5. Interests of Named Experts and Counsel
The validity of the securities being registered hereunder will
be passed upon for the Company and the Trust by Paul E. Kritzer, Vice
President and Secretary of the Company. Mr. Kritzer is a full-time
employee of the Company and at November 5, 1996, directly or beneficially
owned approximately 42,445 Units.
Item 6. Indemnification of Directors and Officers
The By-laws of the Company provide that the directors and
officers of the Company, any trustee of the Journal Employees' Stock Trust
or of any employee benefit plan of the Company and any person serving at
the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture or trust are entitled to
mandatory indemnification from the Company against certain liabilities and
expenses (i) to the extent such persons are successful in the defense of a
proceeding and (ii) in proceedings in which the person is not successful
in defense thereof, unless (in the latter case only) it is determined that
such person breached or failed to perform his duties to the Company and
such breach or failure constituted: (a) a willful failure to deal fairly
with the Company or its shareholders in connection with a matter in which
the person had a material conflict of interest; (b) a violation of the
criminal law unless the person had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her
conduct was unlawful; (c) a transaction from which the person derived an
improper personal profit; or (d) willful misconduct. Expenses for the
defense of any action for which indemnification may be available are
required to be advanced by the Company under certain circumstances.
The Company also maintains director and officer liability
insurance against certain claims and liabilities which may be made against
the Company's former, current or future directors or officers or persons
serving at the request of the Company or positions with other entities as
described above.
The indemnification provided by the Company's By-Laws is not
exclusive of any other rights to which a director, officer or other person
may be entitled. The general effect of the foregoing provisions may be to
reduce the circumstances under which an officer, director or other person
may be required to bear the economic burden of the foregoing liabilities
and expense.
In addition, the Wisconsin Business Corporation Law would
require mandatory indemnification of directors and officers of the Company
under certain circumstances, as more fully described in Sections 180.0850
through 180.0859 thereof.
The Journal Employees' Stock Trust Agreement provides that the
Trustees shall not incur any liability for any error of judgment or
mistake of law, or for any action or omission in the administration of the
Trust, except for individual willful misconduct, and that they shall be
entitled to exoneration from all liabilities incurred by them in the bona
fide discharge of their duties as Trustees.
Item 8. Exhibits
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
3.1 Articles of Association of Journal Communications, Inc.,
as amended, (incorporated by reference to Exhibit 3.1 to
Journal Communications, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1995 (Commission
File No. 0-7831)).
3.2 By-Laws of Journal Communications, Inc. (incorporated
by reference to Exhibit 3.1 to Journal
Communications, Inc.'s Current Report on Form 8-K
dated March 5, 1996 (Commission File No. 0-7831)).
4 The Journal Employees' Stock Trust Agreement dated May
15, 1937, as amended (incorporated by reference to
Exhibit 9 to the Annual Report on Form 10-K of
Journal Communications, Inc. for the fiscal year ended
December 31, 1995 (Commission File No. 0-7831)).
5 Opinion of Counsel.
23.1 Consent of Independent Auditor.
23.2 Consent of Counsel (contained in Exhibit 5).
Item 9. Undertakings
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by section 10(a)(3)
of the securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change in the information set forth in
the registration statement,
Provided, however, that paragraphs (i) and (ii) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrants hereby undertake that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrants' annual reports pursuant to
section 13 (a) or section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrants pursuant to the
foregoing provisions, or otherwise, the registrants have been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrants of expenses incurred
or paid by a director, officer or controlling person of the
registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by them is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrants certify that they have reasonable grounds to believe that they
meet all of the requirements for filing on Form S-8 and have duly caused
this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, the City of Milwaukee, State of
Wisconsin, on November 6, 1996.
JOURNAL COMMUNICATIONS, INC. JOURNAL EMPLOYEES' STOCK TRUST
By /s/ Robert A. Kahlor By /s/ Robert A. Kahlor
Robert A. Kahlor, Chairman Robert A. Kahlor, Trustee
of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in their
capacities and on the dates indicated:
Signature and Title Date
JOURNAL COMMUNICATIONS, INC.
/s/ Todd K. Adams October 31, 1996
Todd K. Adams, Director
/s/ Paul M. Bonauito October 31, 1996
Paul M. Bonaiuto, Director and Chief
Financial Officer (Principal
Financial and Accounting Officer)
/s/ James J. Ditter October 31, 1996
James J. Ditter, Director
/s/ Robert M. Dye November 5, 1996
Robert M. Dye, Director
/s/ Christine A. Farnsworth October 31, 1996
Christine A. Farnsworth, Director
/s/ Douglas G. Hosking November 4, 1996
Douglas G. Hosking, Director
/s/ Richard J. Gasper November 1, 1996
Richard J. Gasper, Director
/s/ Rhonda G. Giebenrath November 1, 1996
Rhonda G. Giebenrath, Director
/s/ David J. Hauser November 1, 1996
David J. Hauser, Director
/s/ Thomas J. Heinen November 1, 1996
Thomas J. Heinen, Director
/s/ Stephen O. Huhta November 4, 1996
Stephen O. Huhta, Director
/s/ Robert A. Kahlor October 31, 1996
Robert A. Kahlor, Director and
Chairman of the Board (Principal
Executive Officer)
/s/ Thomas M. Karavakis November 4, 1996
Thomas M. Karavakis, Director
/s/ Mark J. Keefe November 1, 1996
Mark J. Keefe, Director
/s/ Douglas G. Kiel November 1, 1996
Douglas G. Kiel, Director
/s/ Paul E. Kritzer October 31, 1996
Paul E. Kritzer, Director
/s/ Ronald G. Kurtis October 31, 1996
Ronald G. Kurtis, Director
/s/ Davis G. Meissner November 4, 1996
David G. Meissner, Director
, 1996
Armin J. Ott, Director
/s/ Donna M. Riehle October 31, 1996
Donna M. Riehle, Director
/s/ Ralph P. Schumacher November 1, 1996
Ralph P. Schumacher, Director
/s/ Steven J. Smith October 31, 1996
Steven J. Smith, Director
/s/ Keith K. Spore October 31, 1996
Keith K. Spore, Director
, 1996
Christopher S. Thomas, Director
, 1996
David M. Thomas, Director
JOURNAL EMPLOYEES' STOCK TRUST
/s/ Robert A. Kahlor October 31, 1996
Robert A. Kahlor, Trustee
/s/ Steven J. Smith October 31, 1996
Steven J. Smith, Trustee
/s/ Thomas M. Karavakis November 4, 1996
Thomas M. Karavakis, Trustee
/s/ Douglas G. Kiel November 1, 1996
Douglas G. Kiel, Trustee
/s/ Paul M. Bonaiuto October 31, 1996
Paul M. Bonaiuto, Trustee
<PAGE>
EXHIBIT INDEX
JOURNAL COMMUNICATIONS, INC.
JOURNAL EMPLOYEES' STOCK TRUST
JOURNAL EMPLOYEES' STOCK TRUST AGREEMENT
Exhibit No. Exhibit
3.1 Articles of Association of Journal Communications, Inc.,
as amended, (incorporated by reference to Exhibit 3.1 to
Journal Communications, Inc.'s Annual Report on Form
10-K for the year ended December 31, 1995 (Commission
File No. 0-7831)).
3.2 By-Laws of Journal Communications, Inc. (incorporated
by reference to Exhibit 3.1 to Journal
Communications, Inc.'s Current Report on Form 8-K
dated March 5, 1996 (Commission File No. 0-7831)).
4 The Journal Employees' Stock Trust Agreement dated May
15, 1937, as amended (incorporated by reference to
Exhibit 9 to the Annual Report on Form 10-K of
Journal Communications, Inc. for the fiscal year ended
December 31, 1995 (Commission File No. 0-7831)).
5 Opinion of Counsel
23.1 Consent of Independent Auditor
23.2 Consent of Counsel (contained in Exhibit 5)
Exhibit 5
[Journal Communications, Inc. Letterhead]
November 6, 1996
Journal Communications, Inc.
333 West State Street
Milwaukee, WI 53203
Journal Employees' Stock Trust
333 West State Street
Milwaukee, WI 53203
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Journal Communications, Inc. (the
"Company") and the Journal Employees Stock Trust (the "Trust") with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), relating to
units of beneficial interest ("Units"), which may be issued pursuant to
the Journal Employees' Stock Trust Agreement, as amended (the "Trust
Agreement").
As Vice President and Secretary of the Company, I am familiar with
the Company's Articles of Association, as amended, and By-laws, as
amended, and with its affairs. I have examined or caused to be examined
(i) the Trust Agreement; (ii) a signed copy of the Registration Statement;
(iii) resolutions of the Company's Board of Directors relating to the
authorization of the issuance of shares of Common Stock, $.25 par value,
of the Company (the "Common Stock") that underlie the Units; (iv)
resolutions of the Company's Board of Directors relating to the sale of
Units by the Company pursuant to the Registration Statement; and (v) such
other proceedings, documents and records as I have deemed necessary or
appropriate to enable me to render this opinion.
Based upon the foregoing, it is my opinion that:
1. The Company is a corporation validly existing under the laws of
the State of Wisconsin.
2. Subject to the second sentence of this paragraph, the Common
Stock that underlies the Units that are being sold pursuant to the
Registration Statement is validly issued, fully paid and nonassessable.
Section 180.0622(2)(b) of the Wisconsin Statutes provides that the
shareholders of every corporation are personally liable in an amount equal
to the par value of the shares owned by them respectively for all debts
owing to employees of the corporation for services performed for such
corporation, but not exceeding six months' service in any one case.
3. The Units to be sold pursuant to the Registration Statement have
been duly and validly authorized by all necessary corporate action of the
Company and the Trust.
I consent to the use of this opinion as Exhibit 5 to the Registration
Statement, and I further consent to the use of my name in the Registration
Statement. In giving this consent, I do not admit that I am an "expert"
within the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of the
Securities Act.
Sincerely,
/s/ Paul E. Krizter
Paul E. Kritzer
Vice President and Corporate Secretary
Exhibit No. 23
CONSENT OF ERNST & YOUNG, LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to Journal Communications, Inc. Employees' Stock
Trust Agreement of our report dated February 13, 1996, with respect to the
consolidated financial statements and schedule of Journal Communications,
Inc., included in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG, LLP
Milwaukee, Wisconsin ERNST & YOUNG, LLP
November 1, 1996.
