SOURCE: Journal Register Company

May 01, 2008 16:30 ET

Journal Register Company to Terminate SEC Reporting

YARDLEY, PA--(Marketwire - May 1, 2008) - Journal Register Company (PINKSHEETS: JRCO) announced today that it intends to file a Form 15 with the Securities and Exchange Commission (SEC) in order to terminate registration of the Company's common stock and suspend its obligation to file current and periodic reports with the SEC. As previously announced, the New York Stock Exchange (NYSE) suspended trading in the Company's common stock on April 16, 2008 based upon the low stock price and has filed with the SEC an application on Form 25 to delist the Company's common stock.

The Company's board of directors considered several factors in making this decision, including the following:

--  The limited number of stockholders of record;
--  The significant annual expense of compliance with the Securities
    Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002; and
--  The suspension and application for delisting by the NYSE of the
    Company's common stock.
    

The board of directors concluded that in light of the NYSE's action to delist the shares and the Company's limited ability to access the public capital markets for its foreseeable financing needs, the advantages of being a public company are outweighed by the significant accounting, legal, competitive and administrative costs associated with the reporting requirements for public companies. The board of directors believes that deregistration will result in significant savings to the Company, permit management to focus more completely on the Company's business operations and enable the Company to redeploy resources currently devoted to compliance reporting. The Company intends to continue: (i) to report to its stockholders in accordance with Delaware law and its Bylaws; (ii) to report its quarterly and annual financial results in press releases; (iii) to engage an independent accounting firm to perform an annual audit of the Company's financial statements; and (iv) to maintain many of the corporate governance improvements the Company has made in recent years.

Upon the filing of the Form 15, the Company's obligation to file certain reports and forms with the SEC, including Forms 10-K, 10-Q and 8-K, will cease immediately. The Company expects the deregistration to become effective ninety days after the Form 15 is filed with the SEC. The Company anticipates that its common stock will continue to be quoted on the Pink Sheets®, a centralized electronic quotation service for over-the-counter securities, to the extent market makers demonstrate an interest in trading in the Company's common stock. However, the Company can give no assurance that trading in its stock will continue in the Pink Sheets or in any other forum.

About Journal Register Company

Journal Register Company is a leading U.S. media company. Journal Register Company owns 22 daily newspapers and 302 non-daily publications. Journal Register Company currently operates 229 individual Web sites that are affiliated with the Company's daily newspapers, non-daily publications and its network of employment Web sites. These Web sites can be accessed at www.JournalRegister.com. All of the Company's operations are strategically clustered in six geographic areas: Greater Philadelphia; Michigan; Connecticut; Greater Cleveland; and the Capital-Saratoga and Mid-Hudson regions of New York. The Company owns JobsInTheUS, a network of 20 employment Web sites.

Safe-Harbor

This release contains forward-looking information about Journal Register Company that is intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as "believe," "expect," "may," "will," "should," "project," "plan," "seek," "intend," or "anticipate" or the negative thereof or comparable terminology. These forward-looking statements involve a number of risks and uncertainties, which could cause actual results to differ materially. These risks and uncertainties include, but are not limited to statements related to the ability of the Company's common stock to trade in the over-the-counter market and whether the Company will realize significant savings from the termination of its public reporting requirements. Additional risk factors are outlined in the Company's most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.

Contact Information

  • For more information:
    Journal Register Company
    Gary Struening
    Investor Relations
    Tel: (215) 504-4200

    790 Township Line Road
    Yardley, PA 19067
    Fax: (215) 504-4201