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): November 18, 2013
(Exact name of registrant as specified in its charter)
Commission file number: 1-33741
Delaware | 38-3765318 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
P. O. Box 224866, Dallas, Texas 75222-4866 | (214) 977-8200 | |
(Address of principal executive offices, including zip code) | (Registrant’s telephone number, including area code) | |
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On November 18, 2013, A. H. Belo Corporation announced that it had not yet closed on the previously-announced sale of substantially all of the assets comprising the newspaper operations of The Press-Enterprise to Freedom Communications Holdings, Inc. pursuant to the Asset Purchase Agreement dated October 9, 2013, as amended by Amendment No. 1 to Asset Purchase Agreement effective October 31, 2013. The Asset Purchase Agreement and the related guaranty were previously filed with the SEC on Current Form 8-K filed October 11, 2013. Amendment No. 1 to Asset Purchase Agreement was previously filed with the SEC on Current Form 8-K filed November 4, 2013. A copy of the press release is furnished with this report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated November 18, 2013
SIGNATURE
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.
A. H. BELO CORPORATION | |||
By: | /s/ | Alison K. Engel | |
Alison K. Engel | |||
Senior Vice President/Chief Financial Officer | |||
Date: | November 18, 2013 | ||
EXHIBIT INDEX
99.1 Press Release dated November 18, 2013
Exhibit 99.1
FOR IMMEDIATE RELEASE | ||
Monday, November 18, 2013 4:00 P.M. CST | ||
Sale of The Press-Enterprise Has Not Yet Closed
DALLAS - A. H. Belo Corporation (NYSE: AHC) announced today that the sale of substantially all of the assets comprising the newspaper operations of The Press-Enterprise to Freedom Communications Holdings, Inc. (Freedom) has not yet closed as of the time of this announcement. A. H. Belo and the Press-Enterprise Company are pursuing multiple options to promptly consummate the disposition. The options include (1) closing with Freedom pursuant to the terms of the Asset Purchase Agreement dated October 9, 2013, as amended on October 31, 2013 (APA), (2) pursuing legal action against Freedom to enforce the terms of the APA and (3) exploring an alternative transaction with other interested parties.
Jim Moroney, Chairman, President and Chief Executive Officer said “I want to sincerely thank all of the employees of The Press-Enterprise for their unwavering support and dedication during this process. We know we can count on this outstanding team as we continue to work toward realizing the full value of The Press-Enterprise.”
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 related 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 United States 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 publications targeting specific audiences, and its investments include Classified Ventures, owner of Cars.com, and Wanderful Media, owner of Find&Save. A. H. Belo offers digital marketing solutions through 508 Digital and Speakeasy and also owns and operates commercial printing, distribution and direct mail service businesses. Additional information is available at www.ahbelo.com or by contacting Alison K. Engel, Senior Vice President/Chief Financial Officer, at 214-977-2248.
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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, Texas 75202