schedule13d.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UMyYbEwrZrnDyWJWquGifY90jED9QghYA6qtGaOiBzAeygfnCb4ZjHOEZYlkYeug S9D7TEYFCYJF9B5ci5MF1g== 0000898822-07-001328.txt : 20071101 0000898822-07-001328.hdr.sgml : 20071101 20071101163258 ACCESSION NUMBER: 0000898822-07-001328 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071101 DATE AS OF CHANGE: 20071101 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JOURNAL REGISTER CO CENTRAL INDEX KEY: 0001035815 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 223498615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52689 FILM NUMBER: 071207337 BUSINESS ADDRESS: STREET 1: LOWER MAKEFIELD CORPORATE CENTER STREET 2: 790 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 BUSINESS PHONE: 2155044200 MAIL ADDRESS: STREET 1: LOWER MAKEFIELD CORPORATE CENTER STREET 2: 790 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JELENIC ROBERT M CENTRAL INDEX KEY: 0001038809 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: STATE STREET SQUARE STREET 2: 50 WEST STATE STREET CITY: TRENTON STATE: NJ ZIP: 08608 BUSINESS PHONE: 2155044200 MAIL ADDRESS: STREET 1: LOWER MAKEFIELD CORPORATE CENTER STREET 2: 790 TOWNSHIP LINE ROAD CITY: YARDLEY STATE: PA ZIP: 19067 SC 13D/A 1 schedule13d.htm schedule13d.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A
(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)

Journal Register Company
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

481138105
(CUSIP Number)

Robert M. Jelenic
Chairman and Chief Executive Officer
Journal Register Company
790 Township Line Road, Suite 300
Yardley, PA 19067
215-504-4200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

November 1, 2007
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. ¨

1.	Names of Reporting Persons.
I.R.S. Identification No. of above persons (entities only)
	Robert M. Jelenic

2.	Check the Appropriate Box if a member of a group.		(a) ¨
			(b) ¨

3.	SEC Use Only.

4.	Source of funds.
	SC

5.	Check Box if disclosure of legal proceedings is required pursuant to item 2(d)
	or 2(e). ¨

6.	Citizenship or place of organization.
	United States

		7. Sole Voting Power.
		2,291,251
		8. Shared Voting Power.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		0


		9. Sole Dispositive Power.

		2,291,251
		10. Shared Dispositive Power.
		0
11.	Aggregate amount beneficially owned by each reporting person.
	2,291,251

12.	Check Box if the Aggregate amount in Row (11) excludes certain shares. ¨

13.	Percent of class represented by amount in Row (11).

	5.56%

14.	Type of reporting person.

	IN

Item 1. Security and Issuer.

This Schedule 13D/A relates to Common Stock, par value $0.01 per share (the “Common Stock”) issued by Journal Register Company (the “Issuer”). The Issuer’s principal executive office is located at 790 Township Line Road, Suite 300, Yardley, Pennsylvania 19067.

Item 2. Identity and Background.

(a)	This Schedule 13D/A is being filed by Robert M. Jelenic (the “Reporting Person”).

(b)	The business address of the Reporting Person is 790 Township Line Road, Suite 300, Yardley, PA 19067.

(c)	The Reporting Person was the Chairman and Chief Executive Officer of the Issuer through November 1, 2007.

(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)	The Reporting Person is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

The 2,291,251 shares of Common Stock beneficially owned by the Reporting Person include 416,251 shares of Common Stock and options to purchase 1,875,000 shares of Common Stock currently exercisable or exercisable within sixty (60) days hereof, in each case granted by the Issuer as compensation for the Reporting Person’s service as Chairman and Chief Executive Officer.

Item 4. Purpose of Transaction.

The Reporting Person holds his shares of Common Stock and stock options described in Item 3, for investment purposes. On October 22, 2007, the Reporting Person sold 6,000 shares of Common Stock for 2007 tax planning purposes. On November 1, 2007, 192,500 Restricted Stock Units (“RSUs”) held by the Reporting Person were vested pursuant to a Separation Agreement dated October 12, 2007, between the Issuer and the Reporting Person (the “Separation Agreement”). The Reporting Person may, from time to time, acquire additional shares of Common Stock in open market transactions. Additionally, the Reporting Person may, from time to time, sell his shares of Common Stock in open market transactions or in negotiated block sales to one or more purchasers, consistent with this investment purpose. Subject to the foregoing, the Reporting Person has no current plans or proposals which relate to or would resul t in any of the events specified in Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a)	The Reporting Person is the beneficial owner of 2,291,251 shares representing 5.56% of the Issuer’s outstanding Common Stock based on 39,146,002 shares of Common Stock outstanding as of August 1, 2007, as reported on the Issuer’s Form 10-Q for the quarter ended July 1, 2007, filed on August 9, 2007 plus the 192,500 shares of Common Stock issued as settlement upon vesting of the RSUs and 1,875,000 presently exercisable stock options held by the Reporting Person for a total of 41,213,502 outstanding shares. The Reporting Person’s ownership includes 416,251 shares of Common Stock held and 1,875,000 presently exercisable stock options.

(b)	The Reporting Person has the sole power to vote and dispose of all 2,291,251 shares, including the stock options; however, the stock options may not be voted unless and until such stock options are exercised and such shares are issued.

(c)	Transactions within the last 60 days: On October 22, 2007 the Reporting Person sold 6,000 shares of common stock for 2007 tax planning.

(d)	Not applicable.

(e)	Not applicable.

Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to
		Securities of the Issuer.

		See items 3, 4 and 5 above. The following table summarizes the terms of all options
		and restricted stock unit awards that the Issuer has granted, as of the date hereof, to
		the Reporting Person pursuant to the Issuer’s Amended and Restated 1997 Stock
		Incentive Plan. Pursuant to the Separation Agreement, the RSUs vested on
		November 1, 2007 and are therefore included in the number of shares beneficially
		owned by the Reporting Person.

		Stock Options (Right to Buy Common Stock of the Issuer):

	No. of Shares	Exercise
Date of Grant	Underlying Option	Price	Vesting Schedule
5/19/2005	110,000	16.9500	Fully vested
5/19/2004	100,000	19.4000	Fully vested
5/01/2003	210,000	17.5500	Fully vested
50/1/2002	250,000	21.6700	Fully vested
5/01/2001	245,000	15.8250	Fully vested
5/01/2000	320,000	14.6250	Fully vested
5/03/1999	320,000	14.7188	Fully vested
5/01/1998	320,000	22.5000	Fully vested
5/20/1997	322,917	21.0000	Expired

Restricted Stock Units:

Date of Grant	No. of Units	Vesting Schedule
5/19/2005	35,000	(1)
6/1/2006	70,000	(1)
6/1/2007	87,500	(1)

(1)	As noted in Item 4, above, vesting for the RSUs was accelerated on November 1, 2007 pursuant to the Separation Agreement.

Item 7. Material to be Filed as Exhibits.

7.01	Separation Agreement with the Reporting Person dated October 12, 2007, (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Issuer on October 15, 2007).

SIGNATURES

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 1, 2007		/s/ Robert M. Jelenic

		Name: Robert M. Jelenic

EXHIBIT INDEX

7.01	Separation Agreement with the Reporting Person dated October 12, 2007, (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by the Issuer on October 15, 2007).

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