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): March 8, 2012
A. H. BELO CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-33741 | 38-3765318 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
P. O. Box 224866 Dallas, Texas |
75222-4866 |
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s 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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On March 8, 2012, the Compensation Committee of the Company’s Board approved compensation arrangements for the named executive officers who participate in the Company’s 2008 Incentive Compensation Plan, as amended. These arrangements reflect the Company’s ongoing efforts to streamline its management structure, which resulted in the Company not replacing several senior executives who departed the Company in 2011 and early 2012, including one member of the Management Committee. These responsibilities were redistributed among the remaining four executive officers who now comprise the Management Committee. Changes to each component of the executive officers’ compensation reflect their increased responsibilities.
The Committee approved long-term incentive grants in the form of time-based restricted stock units (TBRSUs) to the named executive officers of the Company as follows:
| NAME | TITLE | NUMBER OF TBRSUs | ||
|
Robert W. Decherd |
Chairman of the Board, President and | |||
| Chief Executive Officer | 97,500 | |||
|
James M. Moroney III |
Executive Vice President and | |||
| Publisher and Chief Executive Officer, | 50,000 | |||
| The Dallas Morning News | ||||
|
Alison K. Engel |
Senior Vice President/Chief Financial | 35,000 | ||
| Officer and Treasurer | ||||
|
Daniel J. Blizzard |
Senior Vice President and Secretary | 17,500 | ||
The terms and conditions of the vesting of the TBRSU awards are set forth in the form of award notice filed herewith as Exhibit 10.1 and incorporated herein by reference. These TBRSUs vest at the rate of 40% at the end of year one, and 30% at the end of each of years two and three. The Committee did not award any stock options or performance-based RSUs for 2012.
In addition to the TBRSU long-term incentive awards, the named executive officers were also awarded long-term incentive compensation in the form of cash that will vest and payout over a two-year period as follows: Robert W. Decherd—$487,500; James M. Moroney III—$250,000; Alison K. Engel—$175,000; and Daniel J. Blizzard—$87,500. The terms and conditions of vesting of the cash long-term incentive awards are set forth in the form of award notice filed herewith as Exhibit 10.2. These cash awards were granted outside of the Company’s 2008 Incentive Compensation Plan.
The Committee also set 2012 base salary compensation as follows: Robert W. Decherd – $600,000; James M. Moroney III—$540,000; Alison K. Engel—$325,000; and Daniel J. Blizzard—$280,000, which represent 25%, 15.5%, 8.3% and 12% increases, respectively, over their 2011 base salaries. These increases will be effective beginning in April.
Executive officers will also be eligible to receive cash incentive bonuses under the Company’s 2008 Incentive Compensation Plan. Target cash bonus opportunities for 2012 were set at 85%, 70%, 55% and 45%, respectively, of these named executive officers’ base salaries. For 2012, subject to the availability of a sufficient performance-based incentive pool in compliance with the exemption under Section 162(m) of the Internal Revenue Code, as amended, the payment of up to 50 percent of each named executive officer’s cash bonus opportunity is based upon the Company’s or The Dallas Morning News’ financial performance, as described below; and 50 percent of each named executive officer’s cash bonus opportunity is dependent on such officer’s attainment of his or her individual non-financial performance objectives, as determined by the
Committee. The 2012 individual non-financial objectives for the named executive officers encompass objectives related to strategic and financial planning, digital initiatives, leadership talent development, investor relations, revenue performance, operational efficiency, monetization of non-core assets, and other matters. For Mr. Decherd, financial performance will be measured for A. H. Belo consolidated earnings before interest, taxes, depreciation, amortization and other income and expense (EBITDA). For Mr. Moroney, Ms. Engel and Mr. Blizzard, financial performance will be measured for and based 15% upon Company consolidated EBITDA and 85% upon EBITDA of the Dallas Morning News operating unit. Threshold and maximum EBITDA levels were set at 85% and 115%, respectively, of the EBITDA targets, and corresponding payout ranges for 2012 are set at 10%, 100%, and 200% for threshold, target, and maximum EBITDA performance, respectively. Threshold, target, and maximum individual non-financial performance levels were set at 100%, and corresponding payout ranges for 2012 at threshold, target and maximum individual performance are 100% of target for each executive officer.
| Item 8.01. | Other Events. |
On March 9, 2012, the Company announced that the Company’s Board of Directors declared a quarterly cash dividend of $0.06 per share, payable on June 1, 2012 to shareholders of record at the close of business on May 11, 2012. The Company also announced it will make a $10 million voluntary contribution to the Company’s defined benefit plans in 2012. In addition, the Company announced that its subsidiary, The Dallas Morning News, had entered into an agreement with LocalEdge, a division of Hearst Communications, to resell digital solutions to small and medium businesses in Dallas and Fort Worth. A copy of the announcement press release is furnished with this report as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
| 10.1 | 2008 A. H. Belo Incentive Compensation Plan [Form of] Evidence of Grant (For Employees) | |
| 10.2 | A. H. Belo Corporation Cash Long-Term Incentive [Form of] Evidence of Grant (For Employees) | |
| 99.1 | Press Release dated March 9, 2012. | |
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.
| Date: March 9, 2012 | A. H. BELO CORPORATION | |||||
| By: | /s/ Daniel J. Blizzard | |||||
| Daniel J. Blizzard | ||||||
| Senior Vice President and Secretary | ||||||
EXHIBIT INDEX
| 10.1 | 2008 A. H. Belo Incentive Compensation Plan [Form of] Evidence of Grant (For Employees) | |
| 10.2 | A. H. Belo Corporation Cash Long-Term Incentive [Form of] Evidence of Grant (For Employees) | |
| 99.1 | Press Release dated March 9, 2012. | |
Exhibit 10.1
A. H. Belo Corporation
2008 Incentive Compensation Plan
[Form of] Evidence of Grant
Participant: Name
Date of Grant: Date Of Grant
Under the terms of the A. H. Belo 2008 Incentive Compensation Plan (the “Plan”), you have been granted the following grant(s) for 2012. All grant(s) are effective on the Date of Grant set forth above and are subject to the applicable terms and conditions of the Plan, which are incorporated herein by reference. Your long-term incentive grant(s) are described below.
| 1. | Time-Based Restricted Stock Units (RSUs) |
|
Number of RSUs: |
##,### | |
|
Vesting: |
##,### on the third trading day following the annual earnings release for the year ending December 31, 2012 | |
| ##,### on the third trading day following the annual earnings release for the year ending December 31, 2013 | ||
| ##,### on the third trading day following the annual earnings release for the year ending December 31, 2014 | ||
|
Payment date: |
40% within 10 business days following the vesting date for the year ending December 31, 2012 | |
| 30% within 10 business days following the vesting date for the year ending December 31, 2013 | ||
| 30% within 10 business days following the vesting date for the year ending December 31, 2014 | ||
|
Form of payment: |
60% in shares of A. H. Belo Corporation Series A Common Stock; 40% in cash | |
Termination of employment
Your right, if any, to payment with respect to your time-based RSUs upon termination of employment with the Company or its subsidiaries is set forth in the termination guidelines attached as Appendix C-1 to this Evidence of Grant.
Change in Control
In the event of a Change in Control as defined in the Plan, all RSUs will vest immediately. Vested RSUs will be paid at the earliest practicable date that payment may be made without violating any applicable provisions of section 409A of the Internal Revenue Code.
Section 409A Payment Rules
Notwithstanding the general payment rules described in this Evidence of Grant, including Appendix D, if the Company makes a good faith determination that a payment of your LTI (i) constitutes a deferral of compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules, regulations and guideline thereunder (“Section 409A”), (ii) is made to you by reason of your separation from service within the meaning of Section 409A, and (iii) at the time such payment would otherwise be made you are a specified employee within the meaning of Section 409A (using the identification methodology selected by the Company from time to time), the payment will be delayed until the earlier of (x) the first business day of the seventh month following your separation from service or (y) your death. Furthermore, if your LTI is no longer subject to a substantial risk of forfeiture prior to a Change in Control, and the Change in Control does not constitute a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company (within the meaning of Section 409A), the payment date of the LTI will be determined without regard to the occurrence of the Change in Control. Each payment of a portion of your LTI will be considered, and is hereby designated as, a separate payment for purposes of Section 409A.
It is the Company’s intention that the LTI will either be exempt from, or will satisfy the requirements of, Section 409A, and this Evidence of Grant will be construed in a manner to give effect to such intention. Notwithstanding any other provision of this Evidence of Grant, the Company is not obligated to guarantee any particular tax result for you with respect to any payment provided to you hereunder, and you will be responsible for any taxes imposed on you with respect to any such payment.
Tax Withholding
The Company will withhold from any payment to you all federal, state, city or other taxes as may be required to be withheld pursuant to any law or governmental regulation or ruling.
General Information
Your right to receive an LTI grant or any payment with respect thereto will not be transferrable or assignable by you, other than with respect to a transfer upon your death by will or the laws of descent and distribution if you are entitled to payment of a vested portion of your LTI that has not been paid as of the date of your death.
Nothing contained in this Evidence of Grant will confer upon you any right to be employed by or remain employed by the Company or any of its subsidiaries or affiliates, or limit or affect in any manner the right of the Company and its subsidiaries and affiliates to terminate your employment or modify your compensation.
This document will in all respects be interpreted, governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws rules
If you have questions concerning this grant, please contact Dan Blizzard at (214) 977-7246.
A. H. Belo Corporation
Incentive Compensation Plan
Termination Guidelines for Stock Options and Restricted Stock Units
Revised 3-1-11
The following guidelines will determine the effect of a Participant’s termination of employment on the Participant’s outstanding stock options and restricted stock units (RSUs). For purposes of these guidelines, a year of service will be determined in the same manner as a year of service under the A. H. Belo Savings Plan as amended from time to time.
|
Termination Reason
|
Stock Options |
Time-Based
RSU’s |
Performance-Based
RSUs |
|||
|
Discharge for Cause 2 |
All options, unvested and vested, are forfeited immediately |
Unvested RSUs are
forfeited immediately |
Unvested RSUs are
forfeited immediately |
|||
|
Death or Long-Term Disability 3 |
Unvested options fully vest and remain exercisable for original term of option |
Unvested RSUs fully
vest and are paid as soon as practicable |
RSUs still subject to
performance goals (within one- year of grant) are forfeited immediately. RSUs earned after the one-year performance period become fully vested and are paid as soon as practicable |
|||
|
Termination Reason
Retirement 1 Eligible |
Stock Options |
Time-Based
RSU’s |
Performance-Based
RSUs |
|||
|
Voluntary Resignation |
All options, unvested and vested, are forfeited immediately |
Unvested RSUs are
forfeited immediately |
Unvested RSUs are
forfeited immediately |
|||
|
Discharge Without Cause 2 (Named Executive Officers and Publishers) |
Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of one year from date of termination or the original term of option |
Unvested RSUs are
forfeited immediately |
Unvested RSUs are
forfeited immediately |
|||
|
Discharge Without Cause 2 (Participants with 10 or more years of service) |
Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of one year from date of termination or the original term of option |
Unvested RSUs are
forfeited immediately |
Unvested RSUs are
forfeited immediately |
|||
|
Discharge Without Cause 2 (Participants with more than 5 but less than 10 years of service) |
Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of six months from date of termination or the original term of option |
Unvested RSUs are
forfeited immediately |
Unvested RSUs are
forfeited immediately |
|||
— Continued —
A. H. Belo Corporation
Incentive Compensation Plan
Termination Guidelines for Stock Options and Restricted Stock Units
Revised 3-1-11
— Continued —
|
Termination Reason
|
Stock Options |
Time-Based
|
Performance-Based
|
|||
|
Discharge Without Cause
2
|
Unvested options are forfeited immediately. Vested options remain exercisable for the shorter of three months from date of termination or the original term of option |
Unvested RSUs are
forfeited immediately |
Unvested RSUs are
forfeited immediately |
|||
|
Termination Reason
|
Stock Options |
Time-Based
|
Performance-Based
|
|||
| Voluntary Resignation | Unvested options vest immediately and remain exercisable for original term of option | Unvested RSUs fully vest and are paid as soon as practicable | RSUs still subject to performance goals (within one-year of grant) are forfeited immediately. RSUs earned after the one-year performance period become fully vested and are paid as soon as practicable | |||
| Discharge Without Cause 2 | Unvested options vest immediately and remain exercisable for original term of option | Unvested RSUs fully vest and are paid as soon as practicable |
RSUs still subject to performance goals (within one-year of grant) are forfeited immediately. RSUs earned after the one-year performance period become fully vested and are paid as soon as practicable |
|||
Notwithstanding these termination guidelines, if you are an officer of A. H. Belo or one of its operating companies, your payment will be deferred for 6 months after termination of employment if necessary to comply with Section 409A of the Internal Revenue Code.
In the event of a Change in Control as defined in the Plan, all options and RSUs will vest immediately. Vested RSUs will be paid at the earliest practicable date that payment may be made without violating any applicable provision of Section 409A of the Internal Revenue Code.
If you have any questions regarding these termination guidelines, please contact Dan Blizzard at (214) 977-7246.
| 1 |
Retirement means that you have incurred a separation from service within the meaning of Section 409A of the Internal Revenue Code, other than due to death, long-term disability or discharge for cause, after attaining age 55 and completing three years of service as determined under the A. H. Belo Savings Plan |
| 2 |
Cause is determined by the Compensation Committee |
| 3 |
Long-Term Disability means disability within the meaning of Section 409A of the Internal Revenue Code |
Exhibit 10.2
A. H. Belo Corporation
Cash Long-Term Incentive
[Form of] Evidence of Grant
Participant: Name
Date of Grant: Date of Grant
You have been granted a cash long-term incentive (“LTI”) for 2012, payable if you meet certain requirements. This Evidence of Grant sets forth the terms and conditions of your Cash LTI, including the requirements that you must meet in order to receive payment of your Cash LTI.
Cash Long-Term Incentive Grant
Termination of Employment
Your right, if any, to payout with respect to your Cash LTI upon your termination of employment with the Company and its subsidiaries is set forth in the termination guidelines attached as Appendix C-2 to this Evidence of Grant.
Change in Control
In the event of a Change in Control, as defined in the A. H. Belo Corporation 2008 Incentive Compensation Plan, the unvested portion of your Cash LTI will vest immediately. Vested Cash LTIs will be paid at the earliest practicable date that payment may be made without violating any applicable provision of Section 409A of the Internal Revenue Code.
Section 409A Payment Rules
Notwithstanding the general payment rules described in this Evidence of Grant, including Appendix D, if the Company makes a good faith determination that a payment of your LTI (i) constitutes a deferral of compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, and the rules, regulations and guideline thereunder (“Section 409A”), (ii) is made to you by reason of your separation from service within the meaning of Section 409A, and (iii) at the time such payment would otherwise be made you are a specified employee within the meaning of Section 409A (using the identification methodology selected by the Company from time to time), the payment will be delayed until the earlier of (x) the first business day of the seventh month following your separation from service or (y) your death. Furthermore, if your LTI is no longer subject to a substantial risk of forfeiture prior to a Change in Control, and the Change in Control does not constitute a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company (within the meaning of Section 409A), the payment date of the LTI will be determined without regard to the occurrence of the Change in Control. Each payment of a portion of your LTI will be considered, and is hereby designated as, a separate payment for purposes of Section 409A.
It is the Company’s intention that the LTI will either be exempt from, or will satisfy the requirements of, Section 409A, and this Evidence of Grant will be construed in a manner to give effect to such intention. Notwithstanding any other provision of this Evidence of Grant, the Company is not obligated to guarantee any particular tax result for you with respect to any payment provided to you hereunder, and you will be responsible for any taxes imposed on you with respect to any such payment.
Tax Withholding
The Company will withhold from any payment to you all federal, state, city or other taxes as may be required to be withheld pursuant to any law or governmental regulation or ruling.
General Information
Your right to receive an LTI grant or any payment with respect thereto will not be transferrable or assignable by you, other than with respect to a transfer upon your death by will or the laws of descent and distribution if you are entitled to payment of a vested portion of your LTI that has not been paid as of the date of your death.
Nothing contained in this Evidence of Grant will confer upon you any right to be employed by or remain employed by the Company or any of its subsidiaries or affiliates, or limit or affect in any manner the right of the Company and its subsidiaries and affiliates to terminate your employment or modify your compensation.
This document will in all respects be interpreted, governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws rules.
If you have questions concerning this grant, please contact Dan Blizzard at (214) 977-7246.
|
A. H. Belo Corporation Termination Guidelines for Cash Long-Term Incentive Grants 3-1-11 |
||
|
The following guidelines will determine the effect of a Cash Long-Term Incentive (LTI) grant recipient’s termination of employment on his or her unpaid LTI.
|
||
|
Termination Reason All Participants (Regardless of Retirement 1 Eligibility) |
Cash LTI’s |
|
|
Discharge for Cause 2 |
Unvested LTI is forfeited immediately | |
|
Death or Long-Term Disability 3 |
Unvested LTI’s fully vest and are paid as soon as practicable | |
|
Termination Reason Participants Who Are Not Retirement 1 Eligible |
Cash LTI’s |
|
|
Voluntary Resignation |
Unvested LTI is forfeited immediately | |
|
Discharge Without Cause 2 |
Unvested LTI is forfeited immediately | |
|
Termination Reason Retirement 1 Eligible Participants (Age 55+ and 3-Years Service) |
Cash LTI’s |
|
|
Voluntary Resignation |
Unvested LTI’s fully vest and are paid as soon as practicable | |
|
Discharge Without Cause 2 |
Unvested LTI’s fully vest and are paid as soon as practicable | |
Notwithstanding these termination guidelines, if you are an officer of A. H. Belo or one of its operating companies, your payment will be deferred for 6 months after termination of employment if necessary to comply with Section 409A of the Internal Revenue Code.
In the event of a Change in Control as defined in the A. H. Belo Incentive Compensation Plan, all LTI’s will vest immediately. Vested LTI’s will be paid at the earliest practicable date that payment may be made without violating any applicable provision of Section 409A of the Internal Revenue Code.
If you have any questions regarding these termination guidelines, please contact Dan Blizzard at (214) 977-7246.
| 1 |
Retirement means that you have incurred a separation from service within the meaning of Section 409A of the Internal Revenue Code, other than due to death, long-term disability or discharge for cause, after attaining age 55 and completing three years of service as determined under the A. H. Belo Savings Plan. |
| 2 |
Cause is determined by the Compensation Committee |
| 3 |
Long-Term Disability means disability within the meaning of Section 409A of the Internal Revenue Code |
Exhibit 99.1
| FOR IMMEDIATE RELEASE | ||
|
Friday, March 9, 2012 6:00 A.M. CST |
A. H. Belo Corporation Announces Second Quarter Dividend, Agreement with Hearst Corporation,
Voluntary Contribution to Pension Plans,
and Dates for Annual Meeting of Shareholders and Investor Day
DALLAS —A. H. Belo Corporation (NYSE: AHC) announced today that the Company’s Board of Directors declared a quarterly cash dividend of $0.06 per share, payable on June 1, 2012 to shareholders of record at the close of business on May 11, 2012. This dividend will be the Company’s fifth since re-instating its dividend in May 2011.
The Company also announced that The Dallas Morning News reached an agreement with LocalEdge™, Hearst Corporation’s full service Internet marketing business, for The Morning News to resell LocalEdge’s digital solutions to small and medium businesses in Dallas/Fort Worth. These solutions include website development and maintenance, video, search engine marketing, search engine optimization, mobile advertising and email marketing. The Morning News will also offer sophisticated advertising analytics and reputation management services.
James M. Moroney III, publisher and Chief Executive Officer of The Dallas Morning News said, “This agreement enables The Dallas Morning News to offer proven digital marketing solutions to small and medium businesses in Dallas/Fort Worth. Small and medium businesses are increasing their marketing spend on digital products and services at a rapid rate. By leveraging Hearst’s substantial investments and operating experience with LocalEdge, The Morning News is poised to grow this new revenue stream rapidly and meaningfully.”
As indicated in the Company’s year-end earnings press release on February 21, The Dallas Morning News will invest approximately $3 million into the launch of LocalEdge products and services in 2012. The investment is primarily for the recruitment and development of a new 50-person sales team focused solely on this initiative. This team is designed and incentivized to profitably meet the specialized needs of small and medium businesses, and the team’s efforts will be supported by targeted marketing campaigns.
-more-
A. H. Belo Corporation Announces Second Quarter Dividend, Agreement with Hearst Corporation,
Voluntary Contribution to Pension Plans,
and Dates for Annual Meeting of Shareholders and Investor Day
March 9, 2012
Page 2
Annual revenue from LocalEdge solutions is projected between $2.5 million and $3.0 million in 2012 and between $18.0 and $20 million annually by 2014. The Morning News expects this initiative to turn cash flow positive in late 2013 and recoup the entire front-end investment by mid-2015.
Voluntary Contribution to Pension Plans
The Board authorized the Company to make a $10 million voluntary contribution to the Company’s defined benefit plans at some point in 2012. Provided the plans’ aggregate discount rate stabilizes and investment performance meets or exceeds expectations, the Company does not anticipate making further voluntary contributions to its pension plans for the foreseeable future.
Annual Meeting of Shareholders and Investor Day
The Company’s Annual Meeting of Shareholders will take place on Thursday, May 17 at 1:30 p.m. CDT. Shareholders will consider the re-election of three Class I Directors: John A. Beckert, Dealey D. Herndon and Ronald D. McCray. Beckert joined the Board in September 2011. A longtime Dallas resident, Beckert has more than 30 years of senior management experience in the hotel and club development industry, as well as private equity investing. Nicole G. Small, a Class II Director, will also stand for re-election. Small, a Dallas native, joined the Board in September 2011 and currently serves as Chief Executive Officer of the Dallas Museum of Nature & Science.
-more-
A. H. Belo Corporation Announces Second Quarter Dividend, Agreement with Hearst Corporation,
Voluntary Contribution to Pension Plans,
and Dates for Annual Meeting of Shareholders and Investor Day
March 9, 2012
Page 3
At the Annual Meeting, shareholders will be asked to ratify the appointment of KPMG LLP as A. H. Belo’s independent registered public accounting firm for 2012.
The Company’s 2012 Investor Day is planned to take place on the morning of Thursday, October 4 in Dallas, Texas near the Company’s headquarters. Robert W. Decherd, chairman, president and Chief Executive Officer commented on Investor Day saying, “The entire Management Committee will attend, and joining us this year are Howard G. Sutton, publisher, president and Chief Executive Officer of The Providence Journal and Ronald R. Redfern, publisher, president and Chief Executive Officer of The Press-Enterprise . A detailed update will be provided on progress we’ve made on our financial and operating strategies since 2011’s Investor Day. We look forward to seeing you in Dallas.”
For additional information about Investor Day and to reserve your attendance, please call 214-977-4816. Investor Day will be simultaneously webcast on the Company’s website at www.ahbelo.com/invest . An archive and transcript of the webcast will be available at www.ahbelo.com in the Investor Relations section.
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
-more-
A. H. Belo Corporation Announces Second Quarter Dividend, Agreement with Hearst Corporation,
Voluntary Contribution to Pension Plans,
and Dates for Annual Meeting of Shareholders and Investor Day
March 9, 2012
Page 4
Prize; and the Denton Record-Chronicle . The Company publishes various niche 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 Corporation’s (the “Company’s”) 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 Company’s 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.