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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 12, 2011
A. H. BELO CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-33741
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38-3765318 |
(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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P. O. Box 224866 |
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Dallas, Texas
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75222-4866 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (214) 977-8200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
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5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
(d) On September 12, 2011, Nicole G. Small and John A. Beckert were each elected as a director of
A. H. Belo Corporation (A. H. Belo or the Company). Ms. Small and Mr. Beckert will serve on
each of the Companys three standing committees the Audit Committee, the Compensation Committee,
and the Nominating and Corporate Governance Committee. A copy of the press release announcing
their election is furnished herewith as Exhibit 99.1.
Ms. Smalls and Mr. Beckerts initial term will expire at the Companys 2012 annual meeting of
shareholders, when each will be eligible for re-election by the shareholders.
Consistent with the Companys non-employee director compensation arrangements, Ms. Small and Mr.
Beckert will receive a prorated amount of the A. H. Belo directors annual $112,000 retainer
package, or approximately $76,405 for the balance of the service year, one-half of which will be
paid in cash. The remainder will be paid in time-based restricted stock units. Neither Ms. Small
nor Mr. Beckert has any family relationship with any other director or executive officer of the
Company and, other than as a current A. H. Belo director, neither Ms. Small nor Mr. Beckert has any
other material relationship with the Company.
9.01. Financial Statements and Exhibits
(d) Exhibits.
99.1 Press Release Announcing Election of Directors dated September 12, 2011
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Date: September 12, 2011 |
A. H. BELO CORPORATION
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By: |
/s/ Daniel J. Blizzard
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Daniel J. Blizzard |
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Senior Vice President and Secretary |
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EXHIBIT INDEX
99.1 Press Release Announcing Election of Directors dated September 12, 2011
exv99w1
Exhibit 99.1
A. H. Belo Corporation
FOR IMMEDIATE RELEASE
Monday, September 12, 2011
5:00 P.M. CST
A. H. Belo Corporation Announces Election of Directors
DALLAS A. H. Belo Corporation (NYSE: AHC) today announced that John A.
Beckert, a special advisor for Dallas-based private equity firm Highlander Partners, L. P., and
Nicole G. Small, chief executive officer of the Museum of Nature & Science in Dallas, have been
elected directors by the Companys Board of Directors. Beckert and Small will serve on each of the
Boards standing committees. Beckert, a Class I Director, and Small, a Class II Director, will
stand for re-election at the Companys 2012 annual meeting.
Beckert, 58, is a longtime Dallas resident with 30 years of hotel, resort and private club
development experience. Prior to joining Highlander Partners, he was chief executive officer and
president of ClubCorp, Inc., the world leader in private clubs. From 2000 to 2002, Beckert served
as a partner at Seneca Advisors L.L.P., a hotel and resort consulting and investment firm, and was
chief operating officer of Bristol Hotel & Resorts from 1985 to 2000. Beckert currently serves on
the board of Meisel, a Dallas-based digital imaging printer in which he owns an equity interest.
He is also chairman of the board of The Composite Group, a company that develops and manufactures
thermoset plastic compounds and custom molded components.
Robert W. Decherd, chairman, president and Chief Executive Officer of A.
H. Belo Corporation, said, Johns CEO experience across several industries, combined with his
keen understanding of the Dallas community, will give the Board important perspective as we refine
A. H. Belos strategy.
Beckert said, A. H. Belos distinguished history and many successes are the foundation for
the Boards responses to rapid secular changes the newspaper industry faces. Im eager to get
involved in the process of identifying and implementing viable solutions.
Small, 38, is a Dallas native who has served as chief executive officer of the
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P.O. Box 224866 Dallas, Texas 75222-4866 Tel. 214.977.8200 Fax 214.977.8201
www.ahbelo.com Deliveries: 508 Young Street Dallas, TX 75202
A. H. Belo Corporation Announces Election of Directors
September 12, 2011
Page Two
Museum of Nature & Science for nearly a decade and leads the Museums $185 million expansion
campaign that is nearing completion. During her tenure, Small and the Museum Board were recognized
nationally for leading a merger of three institutions to create the Museum of Nature & Science.
Previously, Small was a strategy consultant for venture capital firms and also served as
entrepreneur in residence at Idealab!. Small co-founded Webwisher.com in 1998 and served as
the companys chief executive officer until its acquisition by Della.com (which later became
Wedding Channel.com). Earlier in her career, Small served as an analyst at McKinsey & Company,
Inc.
Decherd said, Nicole is known across the country for driving organizations to set and meet
ambitious goals. Her expertise in developing and implementing transformational strategies will
enhance our deliberations about future business models and managing A. H. Belos transition to a
digital environment.
Small said, A. H. Belos commitment to providing relevant information in innovative ways has
never been more important. I look forward to contributing to the Companys efforts to develop a
lasting business model that sustains this commitment.
About A. H. Belo Corporation
A. H. Belo Corporation (NYSE: AHC), headquartered in Dallas, Texas, is a
distinguished newspaper publishing and local news and information company that owns and operates
four daily newspapers and a diverse group of websites. A. H. Belo publishes The Dallas Morning
News, Texas leading newspaper and winner of nine
Pulitzer Prizes; The Providence Journal, the oldest continuously-published daily
newspaper in the U.S. and winner of four Pulitzer Prizes; The Press-Enterprise (Riverside, CA),
serving the Inland Southern California region and winner of one Pulitzer Prize; and the Denton
Record-Chronicle. The Company publishes various niche
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P.O. Box 224866 Dallas, Texas 75222-4866 Tel. 214.977.8200 Fax 214.977.8201
www.ahbelo.com Deliveries: 508 Young Street Dallas, TX 75202
A. H. Belo Corporation Announces Election of Directors
September 14, 2011
Page Three
publications targeting specific audiences, and its partnerships and/or investments include the
Yahoo! Newspaper Consortium and Classified Ventures, owner of cars.com. A. H.
Belo also owns and operates commercial printing, distribution and direct mail service businesses.
Additional information is available at www.ahbelo.com or by contacting David A. Gross, vice
president/Investor Relations and Strategic Analysis, at 214-977-4810.
Statements in this communication concerning A. H. Belo Corporations (the Companys) business
outlook or future economic performance, anticipated profitability, revenues, expenses, dividends,
capital expenditures, investments, impairments, pension plan contributions, real estate sales,
future financings, and other financial and non-financial items that are not historical facts, are
forward-looking statements as the term is defined under applicable federal securities laws.
Forward-looking statements are subject to risks, uncertainties and other factors that could cause
actual results to differ materially from those statements.
Such risks, uncertainties and factors include, but are not limited to, changes in capital market
conditions and prospects, and other factors such as changes in advertising demand and newsprint
prices; newspaper circulation trends and other circulation matters, including changes in readership
methods, patterns and demography, and audits and related actions by the Audit Bureau of
Circulations; challenges implementing increased subscription pricing and new pricing structures;
challenges in achieving expense reduction goals, and on schedule, and the resulting potential
effects on operations; technological changes; development of Internet commerce; industry cycles;
changes in pricing or other actions by existing and new competitors and suppliers; labor relations;
regulatory, tax and legal changes; adoption of new accounting standards or changes in existing
accounting standards by the Financial Accounting Standards Board or other accounting
standard-setting bodies or authorities; the effects of Company acquisitions, dispositions, co-owned
ventures, and investments; pension plan matters; general economic conditions and changes in
interest rates; significant armed conflict; and other factors beyond our control, as well as other
risks described in the Companys Annual Report on Form 10-K for the year ended December 31, 2010,
and other public disclosures and filings with the Securities and Exchange Commission
P.O. Box 224866 Dallas, Texas 75222-4866 Tel. 214.977.8200 Fax 214.977.8201
www.ahbelo.com Deliveries: 508 Young Street Dallas, TX 75202