Underwriting Agreement (2003)Full Document 

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                                17,250,000 Shares



                          JOURNAL COMMUNICATIONS, INC.


                 CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE






                             UNDERWRITING AGREEMENT











September 23, 2003




                                                              September 23, 2003



Morgan Stanley & Co. Incorporated
Robert W. Baird & Co. Incorporated
Credit Suisse First Boston LLC
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith
                Incorporated
c/o  Morgan Stanley & Co. Incorporated
     1585 Broadway
     New York, New York 10036

Dear Sirs and Mesdames:

     The Journal Company, a Wisconsin corporation (the "Company"), currently a
wholly owned subsidiary of Journal Communications, Inc., a Wisconsin corporation
("Old Journal"), which will be renamed Journal Communications, Inc. upon
consummation of the Share Exchange (as defined in Section 1 hereunder) pursuant
to which Old Journal will become a wholly owned subsidiary of the Company,
proposes to issue and sell to the several Underwriters named in Schedule I
hereto (the "Underwriters"), and the Abert Family Journal Stock Trust (the
"Selling Shareholder") proposes to sell to the several Underwriters, an
aggregate of 17,250,000 shares of the Class A Common Stock, par value $0.01 per
share of the Company (the "Firm Shares"), of which 16,854,000 shares are to be
issued and sold by the Company and 396,000 shares are to be sold by the Selling
Shareholder.

     The Company also proposes to issue and sell to the several Underwriters not
more than an additional 2,587,500 shares of its Class A Common Stock, par value
$0.01 per share (the "Additional Shares") if and to the extent that you, as
Managers of the offering, shall have determined to exercise, on behalf of the
Underwriters, the right to purchase such shares of common stock granted to the
Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are
hereinafter collectively referred to as the "Shares." The shares of Class A
Common Stock, par value $0.01 per share, Class B-1 Common Stock, par value $0.01
per share, Class B-2 Common Stock, par value $0.01 per share, and Class C Common
Stock, par value $0.01 per share, of the Company to be outstanding after giving
effect to the sales contemplated hereby are hereinafter referred to as the
"Common Stock." The Company and the Selling Shareholder are hereinafter
sometimes collectively referred to as the "Sellers."

     The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to the
Shares. The registration statement as amended at the time it becomes effective,
including the information (if any) deemed to be part of the registration
statement at the time of effectiveness pursuant to Rule 430A under the
Securities Act of 1933, as amended (the "Securities Act"), is hereinafter
referred to as the "Registration Statement"; the prospectus in the form first
used to confirm sales of Shares is


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hereinafter referred to as the "Prospectus." If the Company has filed an
abbreviated registration statement to register additional shares of Common Stock
pursuant to Rule 462(b) under the Securities Act (the "Rule 462 Registration
Statement"), then any reference herein to the term "Registration Statement"
shall be deemed to include such Rule 462 Registration Statement.

     1. Representations and Warranties of the Company and Old Journal. Each of
the Company and Old Journal represents and warrants to and agrees with each of
the Underwriters that:

          (a) The Registration Statement has become effective; no stop order
     suspending the effectiveness of the Registration Statement is in effect,
     and no proceedings for such purpose are pending before or, to the knowledge
     of the Company and Old Journal, threatened by the Commission.

          (b) (i) The Registration Statement, when it became effective, did not
     contain and, as amended or supplemented, if applicable, will not contain
     any untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading, (ii) the Registration Statement and the Prospectus comply
     and, as amended or supplemented, if applicable, will comply in all material
     respects with the Securities Act and the applicable rules and regulations
     of the Commission thereunder and (iii) the Prospectus does not contain and,
     as amended or supplemented, if applicable, will not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements therein, in the light of the circumstances under which
     they were made, not misleading, except that the representations and
     warranties set forth in this paragraph do not apply to statements or
     omissions in the Registration Statement or the Prospectus based upon
     information relating to any Underwriter furnished to the Company in writing
     by such Underwriter or its counsel through you expressly for use therein.

          (c) The Company has been duly incorporated, is validly existing as a
     corporation and has filed its most recent required annual report and has
     not filed articles of dissolution under the laws of the jurisdiction of its
     incorporation, has the corporate power and authority to own its property
     and to conduct its business as described in the Prospectus and is duly
     qualified to transact business and is in good standing in each jurisdiction
     in which the conduct of its business or its ownership or leasing of
     property requires such qualification, except to the extent that the failure
     to be so qualified or be in good standing would not have a material adverse
     effect on the Company, Old Journal and their respective subsidiaries, taken
     as a whole (the "Journal Enterprise").

          (d) Old Journal and each of the Significant Subsidiaries of the
     Company and Old Journal (as defined on Schedule 2 attached hereto) each has
     been duly incorporated, is validly existing as a corporation in good
     standing (which, in the case of a Wisconsin corporation, means that it has
     filed its most recent required annual report and has not filed articles of



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     dissolution) under the laws of the jurisdiction of its incorporation, has
     the corporate power and authority to own its property and to conduct its
     business as described in the Prospectus and is duly qualified to transact
     business and is in good standing in each jurisdiction in which the conduct
     of its business or its ownership or leasing of property requires such
     qualification, except to the extent that the failure to be so qualified or
     be in good standing would not have a material adverse effect on the Journal
     Enterprise; all of the issued shares of capital stock of each Significant
     Subsidiary, and the issued shares of capital stock of the Company as of the
     date of this Agreement have been duly and validly authorized and issued,
     are fully paid and non-assessable (except as provided in Section
     180.0622(2)(b) of the Wisconsin Business Corporation Law), and are owned
     directly by the Company or Old Journal, as applicable, free and clear of
     all liens, encumbrances, equities or claims.

          (e) On the Closing Date (as defined below) and immediately prior to
     the sale of the Firm Shares to the Underwriters in accordance with Section
     5 hereof: (i) Old Journal will have effected a share exchange with the
     Company, substantially as contemplated by the Registration Statement, the
     Prospectus and the Company's registration statement on Form S-4 (File No.
     333-105209) and the joint proxy statement/prospectus included therein, as
     mailed to shareholders of Old Journal on or about July 28, 2003, pursuant
     to which Old Journal will become a wholly owned subsidiary of the Company
     (the "Share Exchange"); (ii) pursuant to the Shareholders Agreement, dated
     May 12, 2003, by and among Matex, Inc. and the Selling Shareholder
     (together, the "Grant Family Shareholders"), Old Journal and the Company
     (the "Shareholders Agreement"), the Company will have effected an exchange
     with the Grant Family Shareholders of 3,588,000 shares of Class B Common
     Stock for 3,264,000 shares of Class C Common Stock; and (iii) all of the
     issued shares of capital stock of Old Journal will have been duly and
     validly authorized and issued, will be fully paid and non-assessable
     (except as provided in Section 180.0622(2)(b) of the Wisconsin Business
     Corporation Law), and will be owned directly by the Company, free and clear
     of all liens, encumbrances, equities or claims.

          (f) This Agreement has been duly authorized, executed and delivered by
     the Company and Old Journal.

          (g) The authorized capital stock of the Company as of the Closing Date
     will conform as to legal matters to the description thereof contained in
     the Prospectus.

          (h) Upon consummation of the Share Exchange and consummation of the
     exchange with the Grant Family Shareholders of Class B Common Stock for

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