Back to GetFilings.com
1
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NO. 1-8598
A. H. BELO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-0135890
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. BOX 655237
DALLAS, TEXAS 75265-5237
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 977-6606
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
SERIES A COMMON STOCK, $1.67 PAR VALUE NEW YORK STOCK EXCHANGE
PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act:
SERIES B COMMON STOCK, $1.67 PAR VALUE
--------------------------------------
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the registrant's voting stock held by
nonaffiliates on February 29, 2000, based on the closing price for the
registrant's Series A Common Stock on such date as reported on the New York
Stock Exchange, was approximately $1,360,866,000. *
Shares of Common Stock outstanding at February 29, 2000: 118,769,176 shares.
(Consisting of 99,681,964 shares of Series A Common Stock and 19,087,212 shares
of Series B Common Stock.)
* For purposes of this calculation, the market value of a share of Series B
Common Stock was assumed to be the same as the share of Series A Common Stock
into which it is convertible.
Documents incorporated by reference:
Portions of the registrant's Proxy Statement relating to the Annual Meeting of
Shareholders to be held May 10, 2000 are incorporated by reference into Part III
(Items 10, 11, 12 and 13). Also incorporated by reference into Part II are
certain items included in the Company's 1999 Annual Report to Shareholders
(Items 5, 6, 7, 7A and 8).
2
A. H. BELO CORPORATION
FORM 10-K
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Business.......................................................................................... 1
Item 2. Properties........................................................................................ 8
Item 3. Legal Proceedings................................................................................. 8
Item 4. Submission of Matters to a Vote of Security Holders............................................... 8
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters............................. 9
Item 6. Selected Financial Data........................................................................... 9
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations............. 9
Item 7A. Quantitative and Qualitative Disclosures about Market Risks....................................... 9
Item 8. Financial Statements and Supplementary Data (see Index to Financial Statements below)............. 9
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.............. 9
PART III
Item 10. Directors and Executive Officers of the Registrant................................................ 9
Item 11. Executive Compensation............................................................................ 9
Item 12. Security Ownership of Certain Beneficial Owners and Management.................................... 10
Item 13. Certain Relationships and Related Transactions.................................................... 10
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K................................... 10
Signatures .................................................................................................. 13
1
3
PART I
ITEM 1. BUSINESS
Belo (the "Company") is one of the nation's largest media companies, with a
diversified group of television broadcasting, newspaper publishing, interactive
media and cable news operations. The Company's group of 18 television stations
currently reaches 14 percent of U.S. television households. In addition, the
Company manages two television stations through local marketing agreements
("LMA").
Six of the Company's television stations are located in four major
metropolitan areas which are among the fastest growing in the country: WFAA-TV
(ABC) in Dallas/Fort Worth, KHOU-TV (CBS) in Houston, KING-TV (NBC) and KONG-TV
(Independent or "IND") in Seattle/Tacoma and KTVK-TV (IND) and KASW-TV (Warner
Brothers Network or "WB") in Phoenix. These stations are located in the top 17
television markets. Belo has nine stations in the top 30 markets, 13 stations in
the top 50 markets, and network affiliations as follows: four ABC affiliates,
six CBS affiliates, four NBC affiliates, two independent stations, one WB
affiliate and one FOX affiliate. Fourteen of the Company's 18 stations are
ranked either number one or two in overall sign-on/sign-off audience delivery.
Belo's television stations have been recognized with numerous local, state
and national awards for outstanding news coverage. Since 1957, Belo's television
stations have garnered 14 Alfred I. duPont-Columbia Awards, 11 George Foster
Peabody Awards and 21 Edward R. Murrow Awards - the industry's most prestigious
honors.
Belo's Publishing Division is headed by The Dallas Morning News, which has
the country's seventh-largest Sunday circulation and ninth-largest daily
circulation, and The Providence Journal, the leading newspaper in terms of both
advertising and circulation in Rhode Island and southeastern Massachusetts. Belo
also owns The Press-Enterprise, a daily newspaper serving Riverside, California,
and other daily newspapers as follows: the Messenger-Inquirer in Owensboro,
Kentucky; The Eagle in Bryan-College Station, Texas; the Denton Record-Chronicle
in Denton, Texas; and The Gleaner in Henderson, Kentucky. In addition, the
Company publishes the Arlington Morning News, eight community newspapers (seven
in the Dallas/Fort Worth area and one in the Riverside suburban area) and
operates certain commercial printing businesses.
The Dallas Morning News is one of the leading newspaper franchises in
America. The Dallas Morning News' success is founded upon the highest standards
of journalistic excellence, with an emphasis on comprehensive news, information
and community service. The newspaper's reporting and photography initiatives
have earned six Pulitzer Prizes since 1986. The Providence Journal also has a
long history of journalistic excellence and service to its community. It is
America's oldest major daily newspaper of general circulation and continuous
publication. The Providence Journal has earned four Pulitzer Prizes since 1945.
Belo Interactive, Inc. ("Belo Interactive"), Belo's Internet subsidiary,
includes the Web site operations of Belo's television stations and newspapers,
interactive alliances and partnerships, and a broad range of Internet-based
products and services.
Belo's cable news operations utilize the news resources of KING-TV, KGW-TV,
KREM-TV and KTVB-TV in the Pacific Northwest and WFAA-TV, KHOU-TV, KENS-TV,
KVUE-TV, The Dallas Morning News and The Eagle in Texas. Northwest Cable News
("NWCN") and Texas Cable News ("TXCN") provide regional news coverage in a
comprehensive 24-hour a day format.
The Company believes the success of its media franchises is built upon
providing local and regional news, information and community service of the
highest caliber. These principles have attracted and built relationships with
viewers, readers and advertisers and have guided Belo's success for 158 years.
Note 14 to the Consolidated Financial Statements, which is incorporated by
reference to Belo's Annual Report to Shareholders, contains information about
the Company's industry segments for the years ended December 31, 1999, 1998 and
1997.
1
4
TELEVISION BROADCASTING
The Company's television broadcast operations began in 1950 with the
acquisition of WFAA-TV shortly after the station commenced operations. In 1984,
the Company expanded its television operations with the purchase of stations in
Houston, Sacramento, Hampton/Norfolk and Tulsa. In June 1994 and February 1995,
the Company acquired stations in New Orleans and Seattle/Tacoma, respectively.
The Providence Journal Company ("PJC") acquisition in February 1997 added nine
television stations, including NBC-affiliated KING-TV in Seattle/Tacoma. In
accordance with Federal Communications Commission ("FCC" or "Commission")
regulations, which at that time prohibited ownership of two or more stations in
a single market, Belo exchanged its United Paramount Network ("UPN") affiliate,
KIRO-TV, in Seattle/Tacoma for CBS affiliate KMOV-TV in St. Louis in June 1997.
In October 1997, Belo acquired CBS affiliate KENS-TV in San Antonio. In June
1999, Belo acquired KVUE-TV, the ABC affiliate in Austin in exchange for KXTV,
the Company's ABC affiliate in Sacramento. KASA-TV (FOX) in Albuquerque and
KHNL-TV (NBC) in Honolulu were sold in October 1999, and KTVK-TV (IND) in
Phoenix was acquired in November 1999. On March 1, 2000, Belo acquired KONG-TV
(IND) in Seattle/Tacoma and KASW-TV (WB) in Phoenix, which were previously
operated by Belo under LMAs.
The following table sets forth information for each of the Company's
stations (including stations with which it has an LMA) and their markets:
- -------------------------------------------------------------------------------------------------------------------------
Number of Station Station
Market Commercial Rank in Audience
Rank Year Network Stations in Market Share in
Market (1) Station Acquired Affiliation Channel Market(2) (3) Market(4)
- -------------------------------- -------- ------------ --------- ----------- --------- -------------- --------- ----------
Dallas/Fort Worth 7 WFAA-TV 1950 ABC 8 15 1 16
Houston 11 KHOU-TV 1984 CBS 11 15 2 14
Seattle/Tacoma 12 KING-TV 1997 NBC 5 10 1* 15
Seattle/Tacoma 12 KONG-TV 2000 IND 16 10 7* 2
Phoenix 17 KTVK-TV 1999 IND 3 12 2* 11
Phoenix 17 KASW-TV 2000 WB 61 12 6 5
St. Louis 21 KMOV-TV 1997 CBS 4 8 2 16
Portland 23 KGW-TV 1997 NBC 8 8 2* 14
Charlotte 28 WCNC-TV 1997 NBC 36 8 3 9
San Antonio 37 KENS-TV 1997 CBS 5 9 2 13
New Orleans 41 WWL-TV 1994 CBS 4 8 1 21
Hampton/Norfolk 42 WVEC-TV 1984 ABC 13 7 2 11
Louisville 48 WHAS-TV 1997 ABC 11 7 1* 14
Tulsa 58 KOTV 1984 CBS 6 10 2 19
Austin 61 KVUE-TV 1999 ABC 24 6 1 17
Tucson 72 KMSB-TV 1997 FOX 11 7 3 7
Tucson [LMA] 72 KTTU-TV --- UPN 18 7 4* 2
Spokane 78 KREM-TV 1997 CBS 2 6 2 15
Spokane [LMA] 78 KSKN-TV --- UPN/WB 22 6 3* 2
Boise 125 KTVB-TV 1997 NBC 7 5 1 23
- -------------------------------- -------- ------------ --------- ---------- --------- -------------- --------- ----------
* Tied with one or more other stations in the market.
(1) Market rank is based on the relative size of the television market
Designated Market Area ("DMA"), among the 210 generally recognized DMAs
in the United States, based on November 1999 Nielsen estimates.
(2) Represents the number of television stations (both VHF and UHF)
broadcasting in the market, excluding public stations, low power
broadcast stations and national cable channels.
(3) Station rank is derived from the station's rating, which is based on
November 1999 Nielsen estimates of the number of television households
tuned to the Company's station for the Sunday-Saturday 7:00 a.m. to
1:00 a.m. period ("sign-on/sign-off") as a percentage of the number of
television households in the market.
(4) Station audience share is based on November 1999 Nielsen estimates of
the number of television households tuned to the Company's station as a
percentage of the number of television households with sets in use in
the market for the sign-on/sign-off period.
Commercial television stations generally fall into one of three categories.
The first category of stations includes those affiliated with one of the four
major national networks (ABC, CBS, NBC and FOX). The second category is
comprised of stations affiliated with newer national networks, such as UPN, WB,
and Paxson Communications Corporation ("PAX TV"). The third category includes
independent stations that are not affiliated with any network and rely
principally on local and syndicated programming. Affiliation with a television
network can have a significant influence on the revenues of a television station
because the audience ratings generated by a network's programming can affect the
rates at which a station can sell advertising time. Generally, rates for
national and local spot advertising sold by the Company are determined by each
station, which receives all of the revenues, net of
2
5
agency commissions, for that advertising. Rates are influenced by the demand for
advertising time, the popularity of the station's programming and market size.
The Company's network affiliation agreements generally provide the station
with the exclusive right to broadcast in its local service area all programs
transmitted by the network with which the station is affiliated. In return, the
network has the right to sell most of the advertising time during such
broadcasts. Stations generally receive a specified amount of network
compensation for broadcasting network programming. To the extent that a
station's preemptions of network programming exceed a designated amount, that
compensation may be reduced. These payments are also subject to decreases by the
network during the term of an affiliation agreement under other circumstances,
with provisions for advance notice. The Company has network affiliation
agreements in place with ABC, CBS, NBC, FOX and WB. Belo's two stations with
which it has LMAs have affiliation agreements with UPN and one has a secondary
affiliation with WB.
NEWSPAPER PUBLISHING
The Company's principal newspaper, The Dallas Morning News, was established
in 1885. In late 1995 and early 1996, the Company expanded its Publishing
Division by acquiring daily newspapers serving Bryan-College Station, Texas and
Owensboro, Kentucky. The Providence Journal was acquired in February 1997 and
The Gleaner, serving Henderson, Kentucky, was acquired in March 1997. In July
1997, Belo completed the acquisition of The Press-Enterprise, a daily newspaper
serving Riverside, California. In June 1999, Belo acquired the Denton
Record-Chronicle, in Denton, Texas.
The following table sets forth information concerning the Company's daily
newspaper operations:
- ------------------------------------------------------------------------------------------------------------------------
1999 1998
------------------------------ -----------------------------
Daily Sunday Daily Sunday
Newspaper Location Circulation(1) Circulation(1) Circulation(1) Circulation(1)
- ---------------------------- -------------------------- --------------- -------------- -------------- --------------
The Dallas Morning News Dallas, TX 518,548 781,959 515,181 780,084
The Providence Journal Providence, RI 166,888 237,629 167,381 239,193
The Press-Enterprise Riverside, CA 165,043 171,813 161,612 168,222
Messenger-Inquirer Owensboro, KY 31,764 34,574 31,767 34,991
The Eagle Bryan-College Station, TX 23,493 28,295 22,449 27,219
Denton Record-Chronicle Denton, TX 15,967 18,808 15,843 19,005
The Gleaner Henderson, KY 11,109 13,044 11,152 13,167
- ---------------------------- -------------------------- --------------- -------------- --- -------------- --------------
(1) Average paid circulation for the six months ended September 30, 1999 and
1998, respectively, according to the Audit Bureau of Circulation's FAS-FAX
report, except for the Denton Record-Chronicle, for which circulation data
is taken from the Certified Audit of Circulations Report for the
twelve-month periods ended December 31, 1999 (unaudited) and 1998.
The Company's three largest newspapers, The Dallas Morning News, The
Providence Journal and The Press-Enterprise, provide coverage of local, state,
national and international news. The Dallas Morning News is distributed
throughout the Southwest, though its circulation is concentrated primarily in
the 12 counties surrounding Dallas. The Providence Journal is the leading
newspaper in Rhode Island and southeastern Massachusetts. The Press-Enterprise
is distributed throughout Riverside County and the inland southern California
area.
The basic material used in publishing Belo's newspapers is newsprint.
During 1999, Belo's publishing operations consumed approximately 266,000 metric
tons of newsprint at an average cost of $487 per metric ton. Consumption of
newsprint in the previous year was approximately 253,000 metric tons at an
average cost per metric ton of $566. At present, newsprint is generally
purchased from eight suppliers. In addition, The Providence Journal and The
Press-Enterprise purchased approximately 50 percent and 80 percent,
respectively, of their newsprint from other suppliers under long-term contracts.
These contracts provide for certain minimum purchases per year at rates commonly
available throughout the region. Management believes its sources of newsprint,
along with available alternate sources, are adequate for its current needs.
COMPETITION
The success of broadcast operations depends on a number of factors,
including the general strength of the economy, the ability to provide attractive
programming, audience ratings, relative cost efficiency for advertisers in
3
6
reaching audiences as compared to other advertising media, technical
capabilities and governmental regulations and policies. Competition for
advertising revenues at Belo's television stations, as well as its daily
newspapers, Web sites and cable news stations, include other television stations
and newspapers (including those owned and operated by Belo), digital broadcast
satellite ("DBS"), radio stations, cable television systems, outdoor
advertising, the Internet, magazines and direct mail advertising.
The four major national television networks are represented in each
television market in which Belo has a television station. Competition for
advertising sales and local viewers within each market is intense, particularly
among the network-affiliated television stations.
The Dallas Morning News' primary competitor in certain smaller cities
located between Dallas and Fort Worth is the Fort Worth Star-Telegram. The
Providence Journal has five competing daily newspapers in the Rhode Island
market and The Press-Enterprise has four daily newspaper competitors in the
Riverside County market.
The entry of local telephone companies and other multichannel video
programming distributors into the market for video programming services can be
expected to have an impact on competition in the television industry. Belo is
unable to predict the effect that these or other technological and related
regulatory changes will have on the television industry or on the future results
of Belo's operations.
FCC REGULATION
GENERAL. Belo's television broadcast operations are subject to the
jurisdiction of the FCC under the Communications Act of 1934, as amended (the
"Act"). Among other things, the Act empowers the FCC to assign frequency bands;
determine stations' operating frequencies, location and power; issue, renew,
revoke and modify station licenses; regulate equipment used by stations; impose
penalties for violation of the Act or of FCC regulations; impose fees for
processing applications and other administrative functions; and adopt
regulations to carry out the Act's provisions. The Act also prohibits the
assignment of a broadcast license or the transfer of control of a broadcast
licensee without prior FCC approval. Under the Act, the FCC also regulates
certain aspects of the operation of cable television systems and other
electronic media that compete with television stations. The Act would prohibit
Belo's subsidiaries from continuing as broadcast licensees if record ownership
or power to vote more than one-fourth of Belo's stock were to be held by aliens,
foreign governments or their representatives, or by corporations formed under
the laws of foreign countries.
STATION LICENSES. Under the Act, as amended in the Telecommunications Act
of 1996 (the "1996 Act"), the FCC grants television station licenses for terms
of up to eight years. In January 1997, the FCC adopted specific procedures to
extend television license terms to the eight-year limit. The 1996 Act also
requires renewal of a television license if the FCC finds that:
o the station has served the public interest, convenience, and
necessity;
o there have been no serious violations of either the Act or the FCC's
rules and regulations by the licensee; and
o there have been no other violations of either the Act or the FCC's
rules and regulations by the licensee which, taken together,
constitute a pattern of abuse.
In making its determination, the FCC cannot consider whether the public interest
would be better served by a party other than the renewal applicant. Under the
1996 Act, competing applications for the same frequency may be accepted only
after the Commission has denied an incumbent's application for renewal of
license.
The current license expiration dates for each of Belo's television
broadcast stations are as follows: WVEC-TV, October 1, 2004; WCNC-TV, December
1, 2004; WWL-TV, June 1, 2005; WHAS-TV, August 1, 2005; KMOV-TV, February 1,
2006; KOTV, June 1, 2006; KENS-TV, August 1, 2006; KHOU-TV, August 1, 2006;
KVUE-TV, August 1, 2006; WFAA-TV, August 1, 2006; KASW-TV, October 1, 2006;
KMSB-TV, October 1, 2006; KTVB-TV, October 1, 2006; KTVK-TV, October 1, 2006;
KING-TV, February 1, 2007; KONG-TV, February 1, 2007; KGW-TV, February 1, 2007;
and KREM-TV, February 1, 2007. The current license expiration dates for each of
the television broadcast stations with which the Company has an LMA are as
follows: KTTU-TV, October 1, 2006; and KSKN-TV, February 1, 2007.
4
7
OWNERSHIP RULES. The FCC's ownership rules, as modified pursuant to the
1996 Act and in a recently concluded FCC rulemaking proceeding, limit the
aggregate audience reach of television stations that may be under common
ownership, operation and control, or in which a single person or entity may hold
office or have more than a specified interest or percentage of voting power, to
35 percent of the total national audience. FCC rules also place certain limits
on common ownership, operation and control of, or cognizable or "attributable"
interests or voting power in:
o television stations serving the same area;
o television stations and radio stations serving the same area;
o television stations and daily newspapers serving the same area; and
o television stations and cable systems serving the same area.
The FCC's ownership rules affect the number, type and location of
newspaper, broadcast and cable television properties that Belo might acquire in
the future. For example, under current FCC rules, Belo generally may not acquire
any daily newspaper or cable television property in a market where it now owns
or has an interest in a television station deemed attributable under FCC rules.
Belo's ownership of The Dallas Morning News and WFAA-TV, which are both located
in the Dallas/Fort Worth DMA, predates the adoption of the FCC's rules regarding
newspaper/broadcast cross-ownership and was "grandfathered" by the FCC. The 1996
Act requires the Commission to review all of its broadcast ownership rules
biennially, beginning in 1998, to determine if they remain necessary in the
public interest.
In August 1999, the FCC concluded long-standing proceedings to review and
revise certain of its rules regulating television station ownership and the
standards used to determine what types of interests are considered to be
attributable under its rules. The revised rules became effective in November
1999. To date, the FCC has not completed its 1998 biennial review of its
remaining rules affecting ownership of broadcast stations.
Under the FCC's new television "duopoly" rules, a party may own two or more
television stations that (1) are located in separate DMAs or (2) are located in
the same DMA, but do not have overlapping Grade B service contours. In addition,
a party may acquire a second television station in the same DMA where it already
owns or has an interest in a television station, if (1) at least eight
television "voices" (independently owned and operated stations, excluding LMAs)
will remain in the market following the acquisition of the new television
station and (2) one of the two stations is not ranked among the top four
stations in the market based on Nielsen audience share ratings. It is pursuant
to this new rule that on March 1, 2000, Belo acquired KONG-TV and KASW-TV, which
are located in the same DMA as Belo's stations KING-TV and KTVK-TV,
respectively. In addition, the FCC's rules provide that future waivers of the
duopoly restrictions will be available to permit acquisition of "failed" or
"failing" stations or unbuilt stations, subject to certain conditions.
In its August 1999 decision, the FCC also relaxed its restrictions on the
common ownership of television and radio stations. The new FCC rules generally
permit the common ownership of up to two television and six radio stations, or
one television and seven radio stations, provided at least 20 independent media
"voices" would remain in the market. In addition, the FCC's new rules provide
that future waivers of the television/radio ownership restrictions generally
will be available to permit the acquisition of "failed" stations.
Under the FCC's revised rules, the following relationships and interests
generally are attributable for purposes of the agency's broadcast ownership
restrictions:
o all officers and directors of a licensee and its direct or indirect
parent(s);
o voting stock interests of at least five percent;
o stock interests of at least 20 percent, if the holder is a passive
institutional investor (investment companies, banks, insurance
companies);
o any equity interest in a limited partnership or limited liability
company, unless properly "insulated" from management activities; and
o equity and/or debt interests which in the aggregate exceed 33 percent
of a licensee's total assets, if the interest holder supplies more
than 15 percent of the station's total weekly programming, or is a
same-market broadcast company, cable operator or newspaper.
PROGRAMMING AND OPERATIONS. The FCC has significantly reduced its
regulation of the programming and other operations of broadcast stations in
recent years, including elimination of formal ascertainment requirements and
5
8
guidelines concerning the amounts of certain types of programming and commercial
matter that may be broadcast. There are, however, FCC rules and policies, and
rules and policies of other federal agencies, that regulate matters such as
network/affiliate relations, cable systems' carriage of syndicated and network
television programming on distant stations, political advertising practices,
obscene and indecent programming, application procedures and other areas
affecting the business or operations of broadcast stations. The U.S. Supreme
Court refused to review a lower court decision that upheld FCC action
invalidating most aspects of the Fairness Doctrine, which had required
broadcasters to present contrasting views on controversial issues of public
importance. The FCC may, however, continue to regulate other aspects of fairness
obligations in connection with certain types of broadcasts.
The Children's Television Act of 1990 limits the permissible amount of
commercial matter in children's television programs and requires each television
station to present educational and informational children's programming. In
August 1996, the Commission adopted stricter children's programming
requirements, including a requirement that television broadcasters provide a
minimum of three hours of children's educational programming per week.
In April 1998, the U.S. Court of Appeals for the D.C. Circuit concluded
that the FCC's Equal Employment Opportunity ("EEO") regulations were
unconstitutional. The FCC responded to the court's ruling in September 1998 by
suspending certain reporting requirements and commencing a proceeding to
consider new rules that would not be subject to the court's constitutional
objections. In January 2000, the FCC adopted new EEO rules, which:
o require broadcast licensees to widely disseminate information about
job openings to all segments of the community; and
o give broadcasters the choice of implementing two FCC-suggested
supplemental recruitment measures or, alternatively, designing their
own broad recruitment/outreach programs.
The Commission also reinstated its former requirement that broadcasters file
annual employment reports with the FCC.
The FCC has adopted various regulations to implement certain provisions of
the Cable Television Consumer Protection and Competition Act of 1992 ("1992
Cable Act") which, among other matters, includes provisions respecting the
carriage of television stations' signals by cable systems. In March 1997, the
Supreme Court upheld a statutory provision of the 1992 Cable Act requiring cable
systems to devote a specified portion of their channel capacity to the carriage
of the signals of local television stations. The 1996 Act amended the 1992 Cable
Act in certain important respects. Most notably, the 1996 Act repealed the
cross-ownership ban between cable and telephone entities, and established
certain means by which common carriers may enter into the video programming
marketplace (including common carriage of video traffic, cable systems and open
video systems). These actions, among other regulatory developments, permit
involvement by telephone companies and cable companies in providing video
services.
DIGITAL TELEVISION SERVICE. In April 1997, the FCC adopted rules for
implementing digital television ("DTV") service in the United States.
Implementation of DTV will improve the technical quality of television signals
received by viewers and will give television broadcasters the flexibility to
provide new services, including high-definition television or multiple programs
of standard definition television and data transmission.
On April 3, 1997, a second channel on which to initially provide separate
DTV programming or simulcast its analog programming was assigned to all
broadcasters holding a license to operate a full-power television station or a
construction permit for such a station. These second channels are assigned for
an eight-year transition period scheduled to end in 2006. Stations were required
to construct their DTV facilities and be on the air with a digital signal
according to a schedule set by the FCC based on the type of station and the size
of the market in which it is located. For example, all ABC, CBS, NBC and FOX
network affiliates in the 10 largest markets were required to be on the air with
a digital signal by May 1, 1999. Several stations in large markets voluntarily
committed in writing to the FCC to build DTV facilities by November 1, 1998. The
Company's stations in Dallas, Houston and Seattle met the accelerated schedule.
Affiliates of the four major networks in the top 30 markets were required to
begin transmitting digital signals by November 1999. Belo's stations in St.
Louis, Portland and Charlotte each met this schedule. All other commercial
broadcasters must follow suit by May 1, 2002. At the end of the transition
period, analog television transmissions will cease, and DTV channels will be
reassigned to a smaller segment of the broadcasting spectrum. Some of the
vacated spectrum has been allocated to public safety transmissions, while the
remainder will be auctioned for use by other telecommunications services.
6
9
The FCC hopes to complete the full transition to DTV by 2006. Although the
FCC has targeted December 31, 2006 as the date by which all television
broadcasters must return their analog licenses, the Balanced Budget Act of 1997
allows broadcasters to keep both their analog and digital licenses until at
least 85 percent of the television households in their respective markets can
receive a digital signal. Local zoning laws and the lack of qualified tall-tower
builders to construct the facilities needed for DTV operations, as well as other
factors including the pace of DTV receiver production and sales, may cause
delays in this transition. The Commission has announced that it will review the
progress of DTV every two years and make adjustments to the 2006 target date, if
necessary. In addition, the FCC commenced, but has not completed, a proceeding
to consider setting strict time limits within which local zoning authorities
must act on zoning petitions by local television stations.
The Commission is currently considering whether cable television system
operators should be required to carry stations' DTV signals in addition to the
currently required carriage of stations' analog signals. In July 1998, the
Commission issued a Notice of Proposed Rulemaking posing seven different options
for the carriage of digital signals and solicited comments from all interested
parties. The Commission has yet to issue a decision on this matter.
In December 1999, the FCC commenced a proceeding seeking comment on the
public interest obligations of television broadcast licensees. Specifically, the
Commission requested information in four general areas:
o the new flexibility and capabilities of digital television, such as
multiple channel transmission;
o service to local communities including information on public interest
activities and disaster relief;
o enhancing access to the media by persons with disabilities and using
DTV to encourage diversity in the digital era; and
o enhancing the quality of political discourse.
The FCC has not proposed specific new rules or policies, but states that it is
seeking to create a forum for public debate on how broadcasters can best serve
the public interest during and after the transition to DTV.
SATELLITE TRANSMISSION OF LOCAL TELEVISION SIGNALS. In November 1999,
Congress enacted the Satellite Home Viewer Improvement Act of 1999 ("SHVIA"),
which established a copyright licensing system for limited distribution of
television network programming to DBS viewers and directed the FCC to initiate
rulemaking proceedings to implement the new system. Under SHVIA, satellite
carriers are permitted to retransmit local signals of television broadcasters
for a period of six months from the November 29, 1999 enactment of SHVIA,
without receiving retransmission consent. After the six-month period, satellite
carriers will be required to enter into retransmission consent agreements to
allow for satellite carriage of local television stations. SHVIA also
contemplates a market-specific requirement for mandatory carriage of local
television stations, similar to that applicable to cable systems, for those
markets in which a satellite carrier chooses to provide any local signal,
beginning January 1, 2002. In addition, SHVIA extends the current system of
satellite distribution of distant network signals to unserved households (i.e.,
those that do not receive a Grade B signal from a local network affiliate).
Finally, SHVIA directs the FCC to conduct a series of rulemaking proceedings to
implement these requirements.
The foregoing does not purport to be a complete summary of all the
provisions of the Act or the regulations and policies of the FCC thereunder.
Proposals for additional or revised regulations and requirements are pending
before and are considered by Congress and federal regulatory agencies from time
to time. Belo cannot predict the effect of existing and proposed federal
legislation, regulations and policies on its broadcast business. Also, various
of the foregoing matters are now, or may become, the subject of court
litigation, and Belo cannot predict the outcome of any such litigation or the
impact on its broadcast business.
EMPLOYEES
As of December 31, 1999, the Company had 7,612 full-time employees. Belo
has approximately 1,000 employees who are represented by various employee
unions. Approximately one-half of these employees are located in Providence,
Rhode Island, with the remaining union employees working at various television
stations. Belo believes its relations with its employees are satisfactory.
7
10
ITEM 2. PROPERTIES
At December 31, 1999, Belo owned broadcast operating facilities in the
following U. S. cities: Dallas, Texas (WFAA); Houston, Texas (KHOU); Seattle,
Washington (KING); Phoenix, Arizona (KTVK); Portland, Oregon (KGW); Charlotte,
North Carolina (WCNC); San Antonio, Texas (KENS); New Orleans, Louisiana (WWL);
Norfolk, Virginia (WVEC); Louisville, Kentucky (WHAS); Tulsa, Oklahoma (KOTV);
Austin, Texas (KVUE); Tucson, Arizona (KMSB); Spokane, Washington (KREM); and
Boise, Idaho (KTVB). The Company also leases broadcast facilities for the
operations of KMOV in St. Louis, Missouri. Four of the Company's broadcast
facilities use broadcast towers that are jointly owned with another television
station in the same market (WFAA, KGW, KENS and KOTV). The broadcast towers
associated with the Company's other television stations are wholly-owned by the
Company.
The Company leases a facility in Washington, D.C. that is used by its
broadcasting and publishing operations for the gathering and distribution of
news from the nation's capital. This facility includes a broadcast studio as
well as general office space.
The Company owns and operates a newspaper printing facility and
distribution center in Plano, Texas where seven high-speed offset presses are
housed to print The Dallas Morning News. An eighth press, which will provide
improved production capacity and greater flexibility, is being installed and
Belo expects to begin initial testing in second quarter 2000. Certain other
operations of The Dallas Morning News are housed in a Company-owned, four-story
building in downtown Dallas.
The Company also owns and operates a newspaper printing facility in
Providence, Rhode Island, where three high-speed flexographic presses are housed
to print The Providence Journal. The remainder of The Providence Journal's
operations is housed in a Company-owned, five-story building in downtown
Providence.
The Company owns and operates a newspaper publishing facility, a commercial
printing facility and various other properties in southern California. The
newspaper publishing facility is located in downtown Riverside, California and
is equipped with three high-speed offset presses to print The Press-Enterprise.
Each of Belo's three large-market newspapers' facilities is equipped with
computerized input and photocomposition equipment and other equipment that is
used in the production of both news and advertising copy. The Company owns other
newspaper production facilities in Owensboro and Henderson, Kentucky and
Bryan-College Station and Denton, Texas.
TXCN's cable news operations are conducted from a fully-equipped digital
television facility located in downtown Dallas. NWCN conducts its regional cable
news operations from the KING facility.
The Company's corporate operations, several departments of The Dallas
Morning News, certain broadcast administrative functions and Belo Interactive
have offices located in downtown Dallas in office buildings owned by the
Company.
All of the foregoing operations have additional leasehold and other
interests that are used in their respective activities. The Company believes its
properties are in satisfactory condition and are well maintained, and that such
properties are adequate for present operations.
ITEM 3. LEGAL PROCEEDINGS
There are legal proceedings pending against the Company, including a number
of actions for alleged libel and slander. In the opinion of management,
liabilities, if any, arising from these actions would not have a material
adverse effect on the consolidated results of operations, liquidity or financial
position of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of shareholders, through the solicitation
of proxies or otherwise, during the fourth quarter of the fiscal year covered by
this Form 10-K.
8
11
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The information set forth under the heading "Market Data" and "Note 9:
Common and Preferred Stock" contained in the 1999 Annual Report to Shareholders
is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth under the heading "Selected Financial Data"
contained in the 1999 Annual Report to Shareholders is incorporated herein by
reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information set forth under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" contained in the 1999
Annual Report to Shareholders is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
The information set forth under the heading "Market Risks" contained in the
1999 Annual Report to Shareholders is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information set forth under the headings "Consolidated Statements of
Earnings", "Consolidated Balance Sheets", "Consolidated Statements of
Shareholders' Equity", "Consolidated Statements of Cash Flows" and "Notes to
Consolidated Financial Statements," together with the "Report of Independent
Auditors" contained in the 1999 Annual Report to Shareholders is incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the headings "Outstanding Capital Stock and
Stock Ownership of Directors, Certain Executive Officers and Principal
Shareholders," "Executive Officers of the Company," "Election of Directors" and
"Executive Compensation and Other Matters" contained in the definitive Proxy
Statement for the Company's Annual Meeting of Shareholders to be held on May 10,
2000, is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the heading "Executive Compensation and
Other Matters" contained in the definitive Proxy Statement for the Company's
Annual Meeting of Shareholders to be held on May 10, 2000, is incorporated
herein by reference.
9
12
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the heading "Outstanding Capital Stock and
Stock Ownership of Directors, Certain Executive Officers and Principal
Shareholders" contained in the definitive Proxy Statement for the Company's
Annual Meeting of Shareholders to be held on May 10, 2000, is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the heading "Certain Transactions"
contained in the definitive Proxy Statement for the Company's Annual Meeting of
Shareholders to be held on May 10, 2000, is incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) The financial statements referenced in Item 8 are incorporated herein
by reference to the 1999 Annual Report to Shareholders, a portion of
which is filed as Exhibit 13 to this Form 10-K.
(2) The financial schedules required by Regulation S-X are either not
applicable or are included in the information provided in the Notes to
Consolidated Financial Statements, which are incorporated herein by
reference to the 1999 Annual Report to Shareholders.
(3) Exhibits
Exhibits marked with an asterisk (*) are incorporated by reference to
documents previously filed by the Company with the Securities and
Exchange Commission, as indicated. Exhibits marked with a tilde (~) are
management contracts or compensatory plan contracts or arrangements
filed pursuant to Item 601(b)(10)(iii)(A) of Regulation S-K. All other
documents are filed with this report.
2.1 * Amended and Restated Agreement and Plan of Merger, dated as of
September 26, 1996 (Appendix A of the Joint Proxy
Statement/Prospectus of Belo and Providence Journal Company
included in Belo's Registration Statement on Form S-4
(Registration No. 333-19337) filed with the Commission on
January 8, 1997)
3.1 Certificate of Incorporation of the Company
3.2 Certificate of Correction to Certificate of Incorporation dated
May 13, 1987
3.3 Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company dated April 16, 1987
3.4 Certificate of Amendment of Certificate of Incorporation of the
Company dated May 4, 1988
3.5 Certificate of Amendment of Certificate of Incorporation of the
Company dated May 3, 1995
3.6 * Certificate of Amendment of Certificate of Incorporation of
the Company dated May 15, 1998 (Exhibit 3.6 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1998 (the "2nd Quarter 1998 Form 10-Q"))
3.7 Amended Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company dated May 4, 1988
3.8 Certificate of Designation of Series B Common Stock of the
Company dated May 4, 1988
3.9 Amended and Restated Bylaws of the Company, effective February
10, 2000
10
13
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Certain rights of the holders of the Company's Common Stock are set
forth in Exhibits 3.1-3.9 above.
4.2 *Specimen Form of Certificate representing shares of the Company's
Series A Common Stock (Exhibit 4.2 to the Company's Annual Report on
Form 10-K dated March 18, 1998 (the "1997 Form 10-K"))
4.3 *Specimen Form of Certificate representing shares of the Company's
Series B Common Stock (Exhibit 4.3 to the 1997 Form 10-K)
4.4 Amended and Restated Form of Rights Agreement as of February 28, 1996
between the Company and Chemical Mellon Shareholder Services, L.L.C.,
a New York banking corporation
4.5 *Supplement No. 1 to Amended and Restated Rights Agreement between the
Company and The First National Bank of Boston dated as of November
11, 1996 (Exhibit 4.5 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1996)
4.6 Instruments defining rights of debt securities:
(1) * Indenture dated as of June 1, 1997 between the Company and The
Chase Manhattan Bank, as Trustee (Exhibit 4.6(1) to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997 (the "2nd Quarter 1997 Form 10-Q"))
(2) * (a) $200 million 6-7/8% Senior Note due 2002 (Exhibit 4.6(2)(a)
to the 2nd Quarter 1997 Form 10-Q)
* (b) $50 million 6-7/8% Senior Note due 2002 (Exhibit 4.6(2)(b)
to the 2nd Quarter 1997 Form 10-Q)
(3) * (a) $200 million 7-1/8% Senior Note due 2007 (Exhibit 4.6(3)(a)
to the 2nd Quarter 1997 Form 10-Q)
* (b) $100 million 7-1/8% Senior Note due 2007 (Exhibit 4.6(3)(b)
to the 2nd Quarter 1997 Form 10-Q)
(4) * $200 million 7-3/4% Senior Debenture due 2027 (Exhibit 4.6(4)
to the 2nd Quarter 1997 Form 10-Q)
(5) * Officer's Certificate dated June 13, 1997 establishing terms of
debt securities pursuant to Section 3.1 of the Indenture
(Exhibit 4.6(5) to the 2nd Quarter 1997 Form 10-Q)
(6) * (a) $200 million 7-1/4% Senior Debenture due 2027 (Exhibit 4.6
(6)(a) to the Company's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1997 (the "3rd
Quarter 1997 Form 10-Q"))
* (b) $50 million 7-1/4% Senior Debenture due 2027 (Exhibit 4.6
(6)(b) to the 3rd Quarter 1997 Form 10-Q)
(7) * Officer's Certificate dated September 26, 1997 establishing
terms of debt securities pursuant to Section 3.1 of the
Indenture (Exhibit 4.6(7) to the 3rd Quarter 1997 Form 10-Q)
10.1 Financing agreements:
(1) *Amended and Restated Credit Agreement (Five-year
$1,000,000,000 revolving credit and competitive advance
facility dated as of August 29, 1997 among the Company
and The Chase Manhattan Bank, as Administrative Agent
and Competitive Advance Facility Agent, Bank of America
National Trust and Savings Association and Bank of
Tokyo-Mitsubishi, Ltd., as Co-Syndication Agents, and
NationsBank, as Documentation Agent) (Exhibit 10.2(1) to
the 3rd Quarter 1997 Form 10-Q)
11
14
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.2 Compensatory plans:
~(1) A. H. Belo Corporation Employee Savings and Investment Plan:
* (a) A. H. Belo Corporation Employee Savings and Investment Plan Amended and Restated
January 1, 1998 (Exhibit 10.3(1)(a) to the 1997 Form 10-K)
* (b) First Amendment to A. H. Belo Corporation Employee Savings and Investment Plan (Exhibit
10.3(1)(b) to the Company's Annual Report on Form 10-K dated March 17, 1999 (the "1998
Form 10-K"))
* (c) Second Amendment to A. H. Belo Corporation Employee Savings and Investment Plan
(Exhibit 10.3(1)(c) to the 1998 Form 10-K)
* (d) Third Amendment to A. H. Belo Corporation Employee Savings and Investment Plan (Exhibit
10.3(1)(d) to the Company's Quarterly Report on Form 10-Q for the period ended June 30,
1999)
(e) Fourth Amendment to A. H. Belo Corporation Employee Savings and Investment Plan
* (f) Restated Master Trust Agreement between the Company and Fidelity Management Trust
Company, as restated and dated March 13, 1998 (Exhibit 10.3(1)(b) to the 1997 Form
10-K)
~(2) The A. H. Belo Corporation 1986 Long-Term Incentive Plan:
* (a) The A. H. Belo Corporation 1986 Long-Term Incentive Plan (Effective May 3, 1989, as amended
by Amendments 1, 2, 3, 4, and 5) (Exhibit 10.3(2) to the Company's Annual Report on
Form 10-K dated March 10, 1997 (the "1996 Form 10-K"))
* (b) Amendment No. 6 to 1986 Long-Term Incentive Plan (Exhibit 10.3(2)(b) to the 1997 Form 10-K)
(c) Amendment No. 7 to 1986 Long-Term Incentive Plan
* (d) Amendment No. 8 to 1986 Long-Term Incentive Plan (Exhibit 10.3(2)(d) to the 2nd
Quarter 1998 Form 10-Q)
~(3) * A. H. Belo Corporation 1995 Executive Compensation Plan, as restated to incorporate
amendments through December 4, 1997 (Exhibit 10.3(3) to the 1997 Form 10-K)
* (a) Amendment to A. H. Belo Corporation 1995 Executive Compensation Plan, dated July 21,
1998 (Exhibit 10.3 (3)(a) to the 2nd Quarter 1998 Form 10-Q)
(b) Amendment to A. H. Belo Corporation 1995 Executive Compensation Plan, dated
December 16, 1999
~(4) * Management Security Plan (Exhibit 10.3(1) to the 1996 Form 10-K)
(a)Amendment to Management Security Plan of A. H. Belo Corporation and Affiliated
Companies (as Restated Effective January 1, 1982)
~(5) Belo Supplemental Executive Retirement Plan As Amended and Restated Effective January 1, 2000
12 Ratio of Earnings to Fixed Charges
13 Portions of the 1999 Annual Report to Shareholders (Items 5, 6, 7, 7A, and 8)
21 Subsidiaries of the Company
23 Consent of Ernst & Young LLP
27 Financial Data Schedule
(b) Reports on Form 8-K.
During the last quarter covered by this report, there were no reports
on Form 8-K filed.
12
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
A. H. BELO CORPORATION
By: /s/ ROBERT W. DECHERD
------------------------------------
Robert W. Decherd
Chairman of the Board, President
& Chief Executive Officer
Dated: March 15, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ROBERT W. DECHERD Chairman of the Board, President March 15, 2000
- ------------------------------------ & Chief Executive Officer
Robert W. Decherd
/s/ WARD L. HUEY, JR. Vice Chairman of the March 15, 2000
- ------------------------------------ Board and President/
Ward L. Huey, Jr. Broadcast Division
/s/ BURL OSBORNE Director, President/Publishing March 15, 2000
- ------------------------------------ Division and Publisher/
Burl Osborne The Dallas Morning News
/s/ JOHN W. BASSETT, JR. Director March 15, 2000
- ------------------------------------
John W. Bassett, Jr.
/s/ HENRY P. BECTON, JR. Director March 15, 2000
- ------------------------------------
Henry P. Becton, Jr.
/s/ JUDITH L. CRAVEN, M.D., M.P.H. Director March 15, 2000
- ------------------------------------
Judith L. Craven, M.D., M.P.H.
/s/ ROGER A. ENRICO
- ------------------------------------ Director March 15, 2000
Roger A. Enrico
/s/ STEPHEN HAMBLETT Director March 15, 2000
- ------------------------------------
Stephen Hamblett
/s/ DEALEY D. HERNDON Director March 15, 2000
- ------------------------------------
Dealey D. Herndon
/s/ LAURENCE E. HIRSCH Director March 15, 2000
- ------------------------------------
Laurence E. Hirsch
13
16
SIGNATURE TITLE DATE
--------- ----- ----
/s/ ARTURO MADRID, PH.D. Director March 15, 2000
- ------------------------------------
Arturo Madrid, Ph.D.
/s/ JAMES M. MORONEY, JR. Director and Former March 15, 2000
- ------------------------------------ Chairman of the Board
James M. Moroney, Jr.
/s/ HUGH G. ROBINSON Director March 15, 2000
- ------------------------------------
Hugh G. Robinson
/s/ WILLIAM T. SOLOMON Director March 15, 2000
- ------------------------------------
William T. Solomon
/s/ J. MCDONALD WILLIAMS Director March 15, 2000
- ------------------------------------
J. McDonald Williams
/s/ DUNIA A. SHIVE Senior Vice President/ March 15, 2000
- ------------------------------------ Chief Financial Officer
Dunia A. Shive
14
17
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
2.1 * Amended and Restated Agreement and Plan of Merger, dated as of
September 26, 1996 (Appendix A of the Joint Proxy
Statement/Prospectus of Belo and Providence Journal Company
included in Belo's Registration Statement on Form S-4
(Registration No. 333-19337) filed with the Commission on
January 8, 1997)
3.1 Certificate of Incorporation of the Company
3.2 Certificate of Correction to Certificate of Incorporation dated
May 13, 1987
3.3 Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company dated April 16, 1987
3.4 Certificate of Amendment of Certificate of Incorporation of the
Company dated May 4, 1988
3.5 Certificate of Amendment of Certificate of Incorporation of the
Company dated May 3, 1995
3.6 * Certificate of Amendment of Certificate of Incorporation of
the Company dated May 15, 1998 (Exhibit 3.6 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1998 (the "2nd Quarter 1998 Form 10-Q"))
3.7 Amended Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company dated May 4, 1988
3.8 Certificate of Designation of Series B Common Stock of the
Company dated May 4, 1988
3.9 Amended and Restated Bylaws of the Company, effective February
10, 2000
18
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Certain rights of the holders of the Company's Common Stock are set
forth in Exhibits 3.1-3.9 above.
4.2 * Specimen Form of Certificate representing shares of the Company's
Series A Common Stock (Exhibit 4.2 to the Company's Annual Report on
Form 10-K dated March 18, 1998 (the "1997 Form 10-K"))
4.3 * Specimen Form of Certificate representing shares of the Company's
Series B Common Stock (Exhibit 4.3 to the 1997 Form 10-K)
4.4 Amended and Restated Form of Rights Agreement as of February 28, 1996
between the Company and Chemical Mellon Shareholder Services, L.L.C.,
a New York banking corporation
4.5 * Supplement No. 1 to Amended and Restated Rights Agreement between
the Company and The First National Bank of Boston dated as of
November 11, 1996 (Exhibit 4.5 to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 1996)
4.6 Instruments defining rights of debt securities:
(1) * Indenture dated as of June 1, 1997 between the Company and The
Chase Manhattan Bank, as Trustee (Exhibit 4.6(1) to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997 (the "2nd Quarter 1997 Form 10-Q"))
(2) * (a) $200 million 6-7/8% Senior Note due 2002 (Exhibit 4.6(2)(a)
to the 2nd Quarter 1997 Form 10-Q)
* (b) $50 million 6-7/8% Senior Note due 2002 (Exhibit 4.6(2)(b)
to the 2nd Quarter 1997 Form 10-Q)
(3) * (a) $200 million 7-1/8% Senior Note due 2007 (Exhibit 4.6(3)(a)
to the 2nd Quarter 1997 Form 10-Q)
* (b) $100 million 7-1/8% Senior Note due 2007 (Exhibit 4.6(3)(b)
to the 2nd Quarter 1997 Form 10-Q)
(4) * $200 million 7-3/4% Senior Debenture due 2027 (Exhibit 4.6(4)
to the 2nd Quarter 1997 Form 10-Q)
(5) * Officer's Certificate dated June 13, 1997 establishing terms of
debt securities pursuant to Section 3.1 of the Indenture
(Exhibit 4.6(5) to the 2nd Quarter 1997 Form 10-Q)
(6) * (a) $200 million 7-1/4% Senior Debenture due 2027 (Exhibit 4.6
(6)(a) to the Company's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1997 (the "3rd
Quarter 1997 Form 10-Q"))
* (b) $50 million 7-1/4% Senior Debenture due 2027 (Exhibit 4.6
(6)(b) to the 3rd Quarter 1997 Form 10-Q)
(7) * Officer's Certificate dated September 26, 1997 establishing
terms of debt securities pursuant to Section 3.1 of the
Indenture (Exhibit 4.6(7) to the 3rd Quarter 1997 Form 10-Q)
10.1 Financing agreements:
(1) *Amended and Restated Credit Agreement (Five-year
$1,000,000,000 revolving credit and competitive advance
facility dated as of August 29, 1997 among the Company
and The Chase Manhattan Bank, as Administrative Agent
and Competitive Advance Facility Agent, Bank of America
National Trust and Savings Association and Bank of
Tokyo-Mitsubishi, Ltd., as Co-Syndication Agents, and
NationsBank, as Documentation Agent) (Exhibit 10.2(1) to
the 3rd Quarter 1997 Form 10-Q)
19
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
10.2 Compensatory plans:
(1) A. H. Belo Corporation Employee Savings and Investment Plan:
* (a) A. H. Belo Corporation Employee Savings and Investment Plan Amended and Restated
January 1, 1998 (Exhibit 10.3(1)(a) to the 1997 Form 10-K)
* (b) First Amendment to A. H. Belo Corporation Employee Savings and Investment Plan (Exhibit
10.3(1)(b) to the Company's Annual Report on Form 10-K dated March 17, 1999 (the "1998
Form 10-K"))
* (c) Second Amendment to A. H. Belo Corporation Employee Savings and Investment Plan
(Exhibit 10.3(1)(c) to the 1998 Form 10-K)
* (d) Third Amendment to A. H. Belo Corporation Employee Savings and Investment Plan (Exhibit
10.3(1)(d) to the Company's Quarterly Report on Form 10-Q for the period ended June 30,
1999)
(e) Fourth Amendment to A. H. Belo Corporation Employee Savings and Investment Plan
* (f) Restated Master Trust Agreement between the Company and Fidelity Management Trust
Company, as restated and dated March 13, 1998 (Exhibit 10.3(1)(b) to the 1997 Form
10-K)
(2) The A. H. Belo Corporation 1986 Long-Term Incentive Plan:
* (a) The A. H. Belo Corporation 1986 Long-Term Incentive Plan (Effective May 3, 1989, as amended
by Amendments 1, 2, 3, 4, and 5) (Exhibit 10.3(2) to the Company's Annual Report on Form
10-K dated March 10, 1997 (the "1996 Form 10-K"))
* (b) Amendment No. 6 to 1986 Long-Term Incentive Plan (Exhibit 10.3(2)(b) to the 1997 Form 10-K)
(c) Amendment No. 7 to 1986 Long-Term Incentive Plan
* (d) Amendment No. 8 to 1986 Long-Term Incentive Plan (Exhibit 10.3(2)(d) to the 2nd
Quarter 1998 Form 10-Q)
(3) * A. H. Belo Corporation 1995 Executive Compensation Plan, as restated to incorporate
amendments through December 4, 1997 (Exhibit 10.3(3) to the 1997 Form 10-K)
* (a) Amendment to A. H. Belo Corporation 1995 Executive Compensation Plan, dated July 21,
1998 (Exhibit 10.3 (3)(a) to the 2nd Quarter 1998 Form 10-Q)
(b) Amendment to A. H. Belo Corporation 1995 Executive Compensation Plan, dated
December 16, 1999
(4) * Management Security Plan (Exhibit 10.3(1) to the 1996 Form 10-K)
(a)Amendment to Management Security Plan of A. H. Belo Corporation and Affiliated
Companies (as Restated Effective January 1, 1982)
(5) Belo Supplemental Executive Retirement Plan As Amended and Restated Effective
January 1, 2000
12 Ratio of Earnings to Fixed Charges
13 Portions of the 1999 Annual Report to Shareholders (Items 5, 6, 7, 7A, and 8)
21 Subsidiaries of the Company
23 Consent of Ernst & Young LLP
27 Financial Data Schedule
* Exhibits marked with an asterisk (*) are incorporated by reference to
documents previously filed by the company with the Securities and Exchange
Commission, as indicated.