SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1 to
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1996.
Commission File Number: 0-7831
JOURNAL COMMUNICATIONS, INC.
(Exact name of Registrant as specified in its charter)
Wisconsin 39-0382060
(State of incorporation) (I.R.S. Employer identification number)
333 West State Street, Milwaukee, Wisconsin 53203
(Address of principal executive offices)
Registrant's telephone number, including area code:
(414) 224-2374
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.25 Per Share
(title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]
State the aggregate market value of the voting stock held by non-
affiliates of the Registrant: Not applicable.
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of March 19, 1997:
Class Outstanding at March 19, 1997
Common stock, par value $0.25 12,752,333
Portions of the annual shareholders report for the year ended December 31,
1996 are incorporated by reference into Parts I and II.
Items 10, 11, 12, 13 and 14 of the Registrant's Annual Report on Form
10-K as originally filed are hereby amended to read in their entirety as
follows:
ITEM 10. DIRECTORS OF THE REGISTRANT
Information in response to this item is incorporated herein by reference
to Exhibit 99 hereto. Information about executive officers of the Company
is included in Part I of this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information in response to this item is incorporated herein by reference
to Exhibit 99 hereto.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
Information in response to this item is incorporated herein by reference
to Exhibit 99 hereto. In addition, the following chart states the equity
ownership of each current Director of the Registrant:
Units Held Percent of
Held Office as of Ownership
Name Age Since March 19, 1997(1) *denotes<1%
Todd K. Adams 38 June 4, 1996 16,395 *
Paul M. Bonaiuto 46 June 8, 1993 20,340 *
James J. Ditter 35 September 6, 1995 5,000 *
Robert M. Dye 49 March 6, 1990 47,800 *
Christine A. Farnsworth 48 June 8, 1993 31,600 *
Richard J. Gasper 53 June 4, 1996 9,090 *
Rhonda G. Giebenrath 43 June 4, 1996 2,350 *
David J. Hauser 42 June 4, 1996 3,295 *
Thomas J. Heinen 48 June 4, 1996 11,740 *
Douglas G. Hosking 40 September 4, 1996 6,420 *
Stephen O. Huhta 41 June 8, 1993 32,355 *
Robert A. Kahlor 63 March 6, 1973 96,435 *
Mark J. Keefe 37 June 4, 1996 9,000 *
Douglas G. Kiel 48 June 4, 1991 36,000 *
Paul E. Kritzer 54 June 5, 1990 42,445 *
Ronald G. Kurtis 49 June 8, 1993 61,000 *
David G. Meissner 59 June 7, 1988 --(2) --(2)
Armin J. Ott 49 June 4, 1996 2,970 *
Donna M. Riehle 29 June 4, 1996 150 *
Ralph P. Schumacher 53 June 4, 1996 5,500 *
Steven J. Smith 46 June 2, 1987 81,870 *
Keith K. Spore 54 September 6, 1995 28,500 *
Christopher S. Thomas 27 June 6, 1995 940 *
David M. Thomas 29 June 4, 1996 197 *
James L. Forbes 64 September 4, 1996 --(3)
Roger D. Peirce 59 September 4, 1996 --(3)
(1) A "Unit" is equivalent to a beneficial interest in a share of
the common stock of Journal Communications, Inc.
(2) Mr. Meissner owns no Units but is an officer and director of
Matex Inc., which owns 1,320,000 shares of Journal stock. Mr.
Meissner's wife is also an officer and director of Matex Inc.
and together with her children owns or has a beneficial interest
in 33% of the outstanding common stock of Matex Inc. Mrs.
Meissner also has a 33% beneficial interest in 120,000 shares of
Journal Communications, Inc. common stock. Other members of
Mrs. Meissner's family own or have a beneficial interest in the
remaining 67% of the Matex Inc. shares and the 120,000 shares of
Journal stock.
(3) Under the terms of the Trust, non-employees are not permitted to
own Units.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information in response to this item is incorporated herein by reference
to Exhibit 99 hereto.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K
(a) 1. and 2. Financial Statements and Financial Statement Schedules
The following consolidated financial statements of the Registrant
are included in Item 8:
Registrant's Annual Report
Page Number
Consolidated Balance Sheets at
December 31, 1996 and 1995 16
Consolidated Statements of Earnings
for each of
the three years in the period ended
December 31, 1996 23
Consolidated Statements of Cash Flows
for each of the three years in the
period ended December 31, 1996 24
Consolidated Statements of Retained
Earnings for each of the three years
in the period ended December 31, 1996 25
Notes to Consolidated Financial Statements 25-29
Form 10-K
Page Number
Financial Statement Schedules:
Consolidated schedule for each of the
three years in the period ended
December 31, 1996:
II - Valuation and qualifying accounts 21
All other schedules are omitted since the required information is
not present, or is not present in amounts sufficient to require
submission of the schedule, or because the information required is
included in the consolidated financial statements and notes
thereto.
2. Exhibits
The exhibits listed on the exhibit index hereto are filed as part
of this annual report.
(b) Reports on Form 8-K
No report on Form 8-K was required to be filed by the Registrant during
the quarter ended December 31, 1996.
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
amendment to its Annual Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
JOURNAL COMMUNICATIONS, INC.
By: /s/ Robert A. Kahlor
Robert A. Kahlor
Chairman of the Board and CEO
<PAGE>
JOURNAL COMMUNICATIONS, INC.
INDEX TO EXHIBITS
(Item 14(a))
Exhibits
(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
3.2 to Journal Communications, Inc.'s
Current Report for Form 8-K dated
March 5, 1996 (Commission File No. 0-
7831)).
(9.1) The Journal Employees' Stock Trust
Agreement, dated May 15, 1937, as
amended (incorporated by reference to
Exhibit 9 of the Annual Report on Form
10-K of Journal Communications, Inc. for
the fiscal year ended December 31, 1995
(Commission File No. 0-7831)).
(9.2) Further amendment to Stock Trust
Agreement as approved by unitholders on
October 30, 1996 (incorporated by
reference to Exhibit A to the Definitive
Proxy Statement of the Journal
Employees' Stock Trust included in the
Trust's Schedule 14A filed October 1,
19196 (Commission File No. 0-7832))
(13) Registrant Annual Report to the extent
incorporated by reference herein*
(21) Subsidiaries of the Registrant, filed herewith*
(23) Consent of Independent Auditors, filed herewith*
(27) Financial Data Schedule, filed herewith*
(99) Certain Proxy Statement Information
___________
* Previously filed.
Exhibit 99
Principal Shareholders
Listed in the following table are the beneficial owners as of May 2, 1997
of more than five percent (5%) of the issued Journal stock.
Name and Address Title of Type of Amount Percentage
Class Ownership Owned of Class
Journal Employees' Common Beneficial 12,960,000 90%
Stock Trust, and Record
333 W. State St.,
Milwaukee, WI
53203
Matex Inc., Common Beneficial 1,320,000 9.2%
735 N. Water St., and Record
Milwaukee, WI
53202
Ownership by Directors and Officers as a Group
Voting securities beneficially owned by directors and director nominees
are disclosed below. The twenty-six (26) directors, director nominees
and officers of the Company as a group (but excluding David G. Meissner,
James L. Forbes and Roger D. Peirce) are the beneficial owners of 603,262
units, or 4.4% of the number of issued and outstanding shares of Journal
Stock. Mr. Meissner owns no units but is an officer and director of
Matex Inc., which owns 1,320,000 shares of Journal Stock. Mr. Meissner's
wife and two adult children are also officers and directors of Matex Inc.,
and together they own or have a beneficial interest in 33% of the
outstanding common stock of Matex Inc. Mrs. Meissner also has a 33%
beneficial interest in a trust that holds 120,000 shares of Journal Stock.
Other members of Mrs. Meissner's family own or have a beneficial interest
in the remaining 67% of Matex Inc. shares and the trust that holds the
120,000 shares of Journal stock. Mr. Forbes and Mr. Peirce, as
non-employees, are prohibited by JESTA from owning units.
Beneficial Ownership Under JESTA
On May 2, 1997, the Journal Employees' Stock Trust (the "Stock Trust"), of
which Robert A. Kahlor, Steven J. Smith, Douglas G. Kiel, Paul M. Bonaiuto
and Richard A. Williams are the Trustees, owned of record 12,960,000
shares or ninety percent (90%) of the outstanding Journal Stock. The
Stock Trust issues units of beneficial ownership ("units"), each unit
representing a beneficial interest in one share of Journal Stock. On
May 2, 1997, the 12,960,000 units issued by the Stock Trust were owned as
follows: Active employee unitholders, 7,404,352, retirees and trusts,
4,559,271, Journal Communications, Inc. Investment Savings Plan, 192,000,
and Journal Communications, Inc., 804,377.
The Trustees are required to deliver to each employee unitholder a proxy,
with the right of substitution, for the number of shares of Journal Stock
represented by his/her units. The Trustees' proxy is subject to certain
limitations in the Journal Employees' Stock Trust Agreement.
Whenever a unitholder ceases to be an employee of the Company for any
reason except retirement, corporate downsizing or restructuring, the
unitholder must offer his/her units for resale to employees designated by
the President of the Company. The President cannot allocate units to
himself. Employees who retire or are separated from the Company due to
downsizing or restructuring may retain a decreasing percentage of their
units for a limited number of years. Employee benefit trusts are eligible
to hold units. All units held by retirees, employee benefit trusts and
other trusts are voted by the Trustees of the Stock Trust. On the record
date, retirees and trusts held 4,559,271 units representing 33.5% of the
outstanding and issued Journal Stock.
All of the Trustees are employees of the Company and receive no additional
compensation for this service. They have no beneficial interest in the
Journal Stock owned by the Trust other than through the units they own
individually.
The nominees for directors of the Company are listed in the following
table.
Nominees Principal Occupation Age Date Elected Units Owned
(1) Director Beneficially
(2)
Todd K. Adams Vice President; 38 June 4, 1996 16,395
Senior Vice President &
Chief Financial
Officer, Journal
Sentinel Inc.
Donna M. New Business 51 June 3, 1997 1,960
Armstrong(3) Development Specialist,
Advertising Dept.,
Journal Sentinel Inc.
Paul M. Senior Vice President & 46 June 8, 1993 20,340
Bonaiuto Chief Financial Officer
James J. Vice President; 35 September 6, 5,000
Ditter President, Norlight 1995
Telecommunications,
Inc.
Robert M. Dye Vice President 49 March 6, 1990 47,800
James L. President & Chief 64 September 4, 0
Forbes Executive Officer, 1996
Badger Meter, Inc.,
Milwaukee
Kathleen A. Investment Writer, 37 June 3, 1997 5,515
Gallagher(3) Milwaukee Journal
Sentinel
Journal Sentinel Inc.
Richard J. Vice President; 53 June 4, 1996 9,090
Gasper President, NorthStar
Print Group, Inc.
Douglas G. Vice President; 40 September 4, 6,420
Hosking President, IPC 1996
Communication Services,
Inc.
Stephen O. Vice President; 41 June 8,1993 32,355
Huhta President, Add, Inc.
Donald L. Harris Systems Manager, 48 June 3, 1997 6,000
Jaeschke(3) Publishing Systems
Department, Journal
Sentinel Inc.
Robert A. Chairman of the Board & 63 March 6, 1973 96,435
Kahlor Chief Executive Officer
Mark J. Keefe Vice President; 37 June 4, 1996 9,000
President, PrimeNet
Marketing Services,
Inc.
Douglas G. Senior Vice President; 48 June 4, 1991 36,000
Kiel President, Journal
Broadcast Group, Inc.
Paul E. Vice President and 55 June 5, 1990 42,445
Kritzer Secretary
Ronald G. Vice President; 50 June 8, 1993 61,000
Kurtis Senior Vice President &
CFO, Journal Broadcast
Group, Inc.
Kirk T. Building Services 41 June 3, 1997 6,000
Leigeb(3) Department,
Journal Sentinel Inc.
David G. Executive Director, The 59 June 7, 1988 (4)
Meissner Public Policy Forum
Roger D. Corporate director and 59 September 4, 0
Peirce advisor 1996
John C. Accounting Manager, 31 June 3, 1997 550
Rogge(3) Lake Country
Publications, Hartland,
WI, Add, Inc.
Thomas K. WTMJ-AM Sales Account 40 June 3, 1997 14,955
Sheridan(3) Representative,
Journal Broadcast
Group, Inc.
Steven J. President & Chief 47 June 2, 1987 81,870
Smith Operating Officer
Keith K. Spore Senior Vice President; 54 September 6, 28,500
1995
President & Publisher
Journal Sentinel Inc.
David M. Purchasing/Inventory 28 June 3, 1997 197
Thomas Control,
NorthStar Print Group-
Milwaukee
Richard A. Manager of Retirement 59 June 3, 1997 58,895
Williams(3) Benefits
Ronald A. District Sales Manager, 38 June 3, 1997 425
Zinda(3) Circulation Department
Journal Sentinel Inc.
____________________________
(1) All nominees except David G. Meissner, James L. Forbes, Roger D.
Peirce, Paul M. Bonaiuto, James J. Ditter, Mark J. Keefe, Richard J.
Gasper, Kathleen A. Gallagher and John C. Rogge have been employed by
the Company for over five (5) years at the time of the Annual
Meeting. Messrs. Meissner, Forbes and Peirce are not employed by the
Company. Mr. Meissner has been the Executive Director of the Public
Policy Forum Incorporated, Milwaukee, since March 29, 1995. Prior to
that he had been President of Morgan&Myers/The Barkin Group, a
Milwaukee public relations firm, since 1992. Mr. Forbes has been the
President and Chief Executive Officer of Badger Meter, Inc.,
Milwaukee, a marketer and manufacturer of flow measurement and
control products, for more than five years. He is also a director of
Universal Foods Corporation, Blue Cross and Blue Shield United of
Wisconsin, United Wisconsin Services, Inc., Firstar Corporation and
Firstar Trust Company. Mr. Peirce was an executive of Super Steel
Products Corp., Milwaukee, for more than seven years and was its Vice
Chairman and Chief Executive Officer at the time of his retirement
on January 1, 1994. Subsequently he has been a corporate director
and consultant. He is also a director of W. H. Brady Co., Demco Inc.,
Waukesha Cutting Tools, Inc., Young Radiator Company and Schwaab,
Inc. Mr. Bonaiuto has been Chief Financial Officer since January
1996 and was elected Senior Vice President on March 5, 1996.
Previously, he had been President of NorthStar Print Group, Inc.,
from June 1994 to January 1996; Senior Vice President of Perry
Printing Corporation, then a subsidiary of the Company, from July
1992 to June 1994, and Executive Vice President of The Peterson
Group, Wilmington, Delaware, a private equity investment firm, for
the remainder of the past five-year period. Mr. Ditter was elected
President of Norlight Telecommunications, Inc., in September 1995
after serving as that company's Chief Financial Officer, Vice
President and Senior Vice President since August 1992. Prior to
that, Mr. Ditter had been the Controller for Peck Foods Corporation,
Milwaukee. Mr. Keefe was elected President of PrimeNet Marketing
Services, Inc. in October 1995. Prior to that he had been a manager
in the Minneapolis office of FDC, Inc., where he was a vice president
from April 1992 to December 1993, and vice president and general
manager of the Computer Services Division of Donnelley Marketing,
Inc., in Minneapolis from January 1994 to September 1995. Mr. Gasper
was elected President of NorthStar Print Group, Inc., in January
1996. Prior to that, he had been the vice president and general
manager of Label Products & Design, Inc., from April 1993 to December
1995, and President of Competitive Advantage, Inc., a consulting
company in Florence, South Carolina, for two years. Ms. Gallagher
was a communications consultant for the Federal Reserve Bank of
Chicago from January 1992 until she was employed as a business news
reporter by the Milwaukee Sentinel in December 1993. Since the
merger of the Sentinel and The Milwaukee Journal in April 1995, Ms.
Gallagher has been an investment reporter for the Business Page of
the Milwaukee Journal Sentinel. Mr. Rogge was employed by Journal
Sentinel as a circulation accountant in June 1992. On September 19,
1994, he transferred to his current position as Accounting Manager
for Lake Country Publications, a division of Add, Inc., in Hartland,
Wisconsin.
(2) No director or officer owns one percent (1%) of the outstanding
Journal Stock, except as noted above in "Ownership by Directors and
Officers as a Group."
(3) New nominee for election as director of the Company at the Annual
Meeting.
(4) See "Ownership of Directors and Officers as a Group," above.
Directors' Fees
The Company pays directors' fees only to those directors who are not
employees of the Company. They are eligible to receive an annual retainer
fee of $15,000 a year plus $1,500 for each Board meeting or meeting of the
Compensation or Audit Committee attended. Members of the Executive
Committee are not compensated for their services. Mr. Forbes and Mr.
Peirce received $17,000 and Mr. Meissner received $9,500 in directors'
fees in 1996. Of the 26 nominees, 3 are not employees and 23 are. All
directors who are full-time employees of the Company or a subsidiary are
compensated in their capacities as employees.
Executive Compensation
The following table sets forth the 1996 compensation for the Company's
Chief Executive Officer and the four highest-paid executive officers, as
well as the total compensation paid to each individual for the last three
fiscal years:
Summary Compensation Table
Annual Compensation
Annual Long-Term
Name & Principal Incentive Incentive All Other
Position Year Salary Compensation Compensation Compensation
Robert A. Kahlor 1996 522,853 237,725 0 3,750
Chairman of the Board 1995 486,971 67,275 -- 3,750
and Chief Executive 1994 397,150 55,500 -- 3,750
Officer
Steven J. Smith 1996 385,175 136,145 0 3,750
President and Chief 1995 366,468 37,571 -- 3,750
Operating Officer 1994 297,730 33,595 -- 3,750
Douglas G. Kiel 1996 290,147 121,500 66,799 3,750
Senior Vice President 1995 271,678 82,960 -- 3,750
& President Journal 1994 208,246 84,000 -- 3,124
Broadcast Group, Inc.
Thomas M. Karavakis 1996 254,447 31,000 20,769 3,750
Senior Vice President; 1995 240,973 23,500 -- 3,750
Vice Chairman of Add, 1994 212,710 82,416 -- 3,750
Inc. (Retired 1/1/97)
Keith K. Spore 1996 254,454 31,850 0 3,750
Senior Vice President, 1995 189,737 8,675 -- 3,750
President of Journal 1994 127,692 24,817 -- -0-
Sentinel, Inc.
Other Compensation.
The Journal Communications, Inc. Investment Savings Plan is maintained for
eligible employees of Journal Communications, Inc., Journal Sentinel
Inc., Journal Broadcast Group, Inc., Add, Inc. (and its subsidiaries),
PrimeNet Marketing Services, Inc., NorthStar Print Group, Inc., Trumbull
Printing, Inc., Norlight Telecommunications, Inc. and IPC Communication
Services, Inc. Employees covered by union pension plans that receive
Company contributions may also participate in the Company's Investment
Savings Plan, but such employees are not eligible to receive matching
Company funds.
All of the five highest-compensated officers were participants in the
Journal Communications, Inc. Investment Savings Plan. Employer
contributions to the plan on behalf of these officers represent all of the
compensation in the "All Other Compensation" column in the Summary
Compensation Table above.
Pension Plan and Supplemental Benefit Plan
The Journal Employees' Pension Trust (Pension Plan) is completely funded
by the Company. Company contributions are accrued based on amounts
required to be funded under provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The amount of accrued benefits is
actuarially determined by Hewitt Associates (Chicago) under the accrued
benefit valuation method. It is a defined benefit pension plan that
provides benefits for employees of Journal Communications, Inc., Journal
Sentinel Inc., Journal Broadcast Group, Inc., Add, Inc. (and its
subsidiaries), Norlight Telecommunications, Inc. and Trumbull Printing,
Inc., who meet minimum age and service eligibility requirements. The
normal monthly retirement benefit under the plan, assuming attainment of
the normal retirement age specified by the plan and payments in the form
of a life annuity, is determined in accordance with a formula that takes
into account the following factors: final average monthly compensation
during the last five years of employment (taking into account base salary
and incentive compensation as reported in the Summary Compensation Table),
number of years of active plan participation and an actuarially determined
Social Security offset.
The Journal Communications Supplemental Benefit Plan is a defined benefit
plan that supplements payments under the Pension Plan. Benefits payable
under the plan are calculated without regard to the limitations imposed on
the amount of compensation that may be taken into account under the
Pension Plan. The Supplemental Plan pays the excess, if any.
The following table shows the approximate annual retirement benefit
payable on retirement at age 65 under the Journal Communications, Inc.
Employees' Pension Trust and the Journal Communications, Inc. Supplemental
Benefit Plan for employees in specified compensation ranges with varying
years of participation in the plan.
Estimated Annual Retirement Benefit
Five Year Years of Plan Participation
Average Compensation 20 30 40
$200,000 $ 48,200 $ 72,300 $ 88,300
300,000 74,200 111,300 135,900
400,000 100,200 150,300 183,300
500,000 126,200 189,300 230,800
600,000 152,200 228,300 278,300
With respect to the officers and directors listed in the "Summary
Compensation Table" above, all five were participants in the pension plan.
Mr. Kahlor has 25 years of plan participation, Mr. Smith has 21 years, Mr.
Kiel has 10 years, Mr. Karavakis has 16 years and Mr. Spore has 30 years
as of the date of this document.
Employee Incentive Plan ("JCI Comp")
All full-time and part-time employees who meet the minimum "time on the
job" and "hours worked" requirements with Journal Communications, Inc.,
Journal Sentinel Inc., Journal Broadcast Group, Inc., NorthStar Print
Group, Inc., Norlight Telecommunications, Inc., Add, Inc., PrimeNet
Marketing Services, Inc. and IPC Communication Services, Inc. are eligible
to share in the benefits of the Employee Incentive Plan. Under this plan,
employee incentive bonuses are based on the operating earnings goals their
company or operating unit achieves. Goals for each company are
established annually by management. For an employee whose entity achieves
operating earnings targets, the bonus payment will equal between two
percent (2%) and six percent (6%) of the employee's eligible base pay,
which includes commissions but excludes overtime.
Executive Long-Term Incentive Plan.
The Compensation Committee established a Management Long-Term Incentive
Plan (LTIP) to motivate and drive management behavior to achieve results
that will enhance the employee-owner's investment over the long term. The
incentive plan approved by the Committee is based on net return on equity
over a three-year period. Corporate executives will be rewarded one
hundred percent (100%) on Journal Communications' performance while
subsidiary presidents will be rewarded sixty percent (60%) on subsidiary
performance and forty percent (40%) on corporate performance.
Participation in this incentive plan is limited to key employees of the
Company and its subsidiaries whose job responsibilities have a direct
impact on the strategic goals of the Company. The initial participants in
this plan are limited to the Chairman/CEO, President, Senior Vice
President/CFO and the Presidents of the subsidiaries. In 1996, two plan
participants received payments under this plan. Payment amounts are
listed in the Summary Compensation Table on page 5. Payments were made
under the plan for the first time as of the end of fiscal year 1996 to Mr.
Kiel and Mr. Karavakis.
The following table shows the Threshold, Target, and Maximum awards which
are potentially payable to the named executive officer in 2000 for the
performance period of 1997-1999 under the LTIP. Payouts of awards are
tied to the three-year average return on shareholder's equity of Journal
Communications and the three-year average return of invested capital for
the subsidiary companies. Performance measures and goals for the
corporation and subsidiaries are recommended by the CEO and approved by the
Compensation Committee of the Board for each eligible participant. Each
participant's award is determined based on the degree to which three year
performance at the corporate and/or subsidiary level is achieved at the
conclusion of the performance cycle.
Management Long-Term Incentive Plan
Potential Payments in 2000 as a Percentage
of Base Salary for Performance Period of 1997-1999
Name Threshold Target Maximum
Robert A. Kahlor 22% 88% 132%
Steven J. Smith 16.5% 66% 99%
Douglas G. Kiel 11.5% 46% 69%
Keith K. Spore 11.5% 46% 69%
Thomas M. Karavakis* 0 0 0
(* Mr. Karavakis, who retired on January 1, 1997, is no longer eligible
for participation.)
