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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, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NO. 1-8598
BELO CORP.
(FORMERLY 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 28, 2001, 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 $1,757,255,166.*
Shares of Common Stock outstanding at February 28, 2001: 109,480,862 shares.
(Consisting of 90,658,142 shares of Series A Common Stock and 18,822,720 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 9, 2001 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 2000 Annual Report to Shareholders
(Items 5, 6, 7, 7A and 8).
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BELO CORP.
FORM 10-K
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Business.......................................................................................... 1
Item 2. Properties........................................................................................ 9
Item 3. Legal Proceedings................................................................................. 10
Item 4. Submission of Matters to a Vote of Security Holders............................................... 10
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters............................. 10
Item 6. Selected Financial Data........................................................................... 10
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations............. 11
Item 7A. Quantitative and Qualitative Disclosures about Market Risks....................................... 11
Item 8. Financial Statements and Supplementary Data ...................................................... 11
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.............. 11
PART III
Item 10. Directors and Executive Officers of the Registrant................................................ 11
Item 11. Executive Compensation............................................................................ 11
Item 12. Security Ownership of Certain Beneficial Owners and Management.................................... 11
Item 13. Certain Relationships and Related Transactions.................................................... 11
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K .................................. 11
Signatures .................................................................................................. 16
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PART I
ITEM 1. BUSINESS
Belo Corp. ("Belo" or the "Company") is one of the nation's largest media
companies, with a diversified group of market-leading television broadcasting,
newspaper publishing, cable news and interactive media operations. The Company
operates news and information franchises in some of America's most dynamic
markets and regions, including Texas, the Pacific Northwest, the Southwest,
Rhode Island, and the mid-Atlantic region. Belo owns 17 television stations (six
in the top 17 markets) reaching 13.7 percent of U.S. television households. In
addition, Belo owns or operates six cable news channels and manages three
television stations through local marketing agreements ("LMAs"). Belo publishes
four daily newspapers including The Dallas Morning News, The Providence Journal
and The Press-Enterprise in Riverside, California.
Effective January 1, 2001, Belo officially changed its name from A. H. Belo
Corporation to Belo Corp. The change was achieved through the merger of a newly
organized Delaware subsidiary named Belo Corp. with A. H. Belo Corporation.
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, 14 stations in
the top 50 markets, and network affiliations as follows: four ABC affiliates,
five CBS affiliates, four NBC affiliates, two independent stations, one WB
affiliate and one FOX affiliate. Twelve of the Company's 17 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 15 Alfred I. duPont-Columbia Awards, 11 George Foster
Peabody Awards and 19 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, followed by The Providence Journal, the leading newspaper in terms
of both advertising and circulation in Rhode Island and southeastern
Massachusetts and The Press-Enterprise, a daily newspaper serving Riverside,
California. Belo also owns the Denton Record-Chronicle in Denton, Texas 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 35 Web sites, several interactive alliances and a broad range of
Internet-based products and services.
Belo's cable news operations include Northwest Cable News ("NWCN") and
Texas Cable News ("TXCN"), which provide regional news coverage in a
comprehensive 24-hour a day format, utilizing the news resources of the
television stations and newspapers owned by the Company in the Pacific Northwest
and Texas. The Company also operates four cable news channels in partnership
with Cox Communications and others, which provide local market coverage in New
Orleans, LA (NewsWatch on Channel 15), Phoenix, AZ (Arizona NewsChannel and
iMas! Arizona) and Norfolk, VA (Local News on Cable). These cable news channels
also utilize the news resources of the television stations owned by the Company
in those markets. iMas! Arizona is the Southwest's first Spanish-language cable
news, information and sports channel. The channel went on-air in September 2000
and provides in-depth coverage of local issues and stories in the community. In
2000, Belo announced the formation of news partnerships with Time Warner Cable
that call for the creation of 24-hour news channels in Houston and San Antonio.
The relationship combines the resources of Belo, Texas' oldest and largest media
company, with those of Time Warner Cable, Texas' largest cable operator.
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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 159 years.
Note 14 to the Consolidated Financial Statements, which is included in
Belo's Annual Report to Shareholders, contains information about the Company's
industry segments for the years ended December 31, 2000, 1999 and 1998.
TELEVISION BROADCASTING
The Company's television broadcasting 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. At the end of December 2000, Belo sold KOTV (CBS)
in Tulsa and in January 2001, Belo agreed to acquire KTTU-TV (UPN) in Tucson.
The acquisition of KTTU-TV, currently managed by Belo under an LMA, is subject
to FCC approval, which remains pending.
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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 14
Houston 11 KHOU-TV 1984 CBS 11 16 2 13
Seattle/Tacoma 12 KING-TV 1997 NBC 5 14 1 15
Seattle/Tacoma 12 KONG-TV 2000 IND 16 14 6 2
Phoenix 17 KTVK-TV 1999 IND 3 12 1* 11
Phoenix 17 KASW-TV 2000 WB 61 12 6* 5
St. Louis 22 KMOV-TV 1997 CBS 4 8 2 15
Portland 23 KGW-TV 1997 NBC 8 8 1* 13
Charlotte 28 WCNC-TV 1997 NBC 36 8 3 9
San Antonio 37 KENS-TV 1997 CBS 5 10 1* 13
San Antonio [LMA] 37 KBEJ-TV -- UPN 2 10 6 2
Hampton/Norfolk 41 WVEC-TV 1984 ABC 13 7 3 11
New Orleans 42 WWL-TV 1994 CBS 4 8 1 21
Louisville 48 WHAS-TV 1997 ABC 11 9 1* 13
Austin 58 KVUE-TV 1999 ABC 24 6 1 16
Tucson 71 KMSB-TV 1997 FOX 11 9 4 7
Tucson [LMA] 71 KTTU-TV -- UPN 18 9 5* 2
Spokane 77 KREM-TV 1997 CBS 2 6 1* 15
Spokane [LMA] 77 KSKN-TV -- UPN/WB 22 6 5 2
Boise 123 KTVB-TV 1997 NBC 7 6 1 23
(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 2000 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 2000 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 2000 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.
* Tied with one or more other stations in the market.
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 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 three stations with
which it has LMAs have affiliation agreements with UPN and one has a secondary
affiliation with WB.
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NEWSPAPER PUBLISHING
The Company's principal newspaper, The Dallas Morning News, was established
in 1885. The Company acquired The Providence Journal in February 1997 and The
Press-Enterprise in July 1997. In June 1999, Belo acquired the Denton
Record-Chronicle in Denton, Texas. The Company sold The Gleaner in Henderson,
Kentucky, The Eagle in Bryan-College Station, Texas, and the Messenger-Inquirer
in Owensboro, Kentucky, effective November 1, December 1 and December 31, 2000,
respectively.
The following table sets forth information concerning the Company's daily
newspaper operations:
2000 1999
------------------------------ -----------------------------
Daily Sunday Daily Sunday
Newspaper Location Circulation(1) Circulation(1) Circulation(1) Circulation(1)
--------- -------- -------------- -------------- -------------- --------------
The Dallas Morning News Dallas, TX 520,157 785,758 518,548 781,959
The Providence Journal Providence, RI 162,358 230,636 166,888 237,629
The Press-Enterprise Riverside, CA 166,935 174,636 165,043 171,813
Denton Record-Chronicle Denton, TX 15,835 19,443 15,967 18,808
(1) Average paid circulation for the six months ended September 30, 2000 and
1999, respectively, according to the Audit Bureau of Circulation's FAS-FAX
report, except for The Providence Journal, for which 2000 circulation data
is taken from the Audit Bureau of Circulation's FAS-FAX supplement; and
except for the Denton Record-Chronicle, for which 2000 circulation data is
taken from the Certified Audit of Circulations Report for the six-month
period ended September 30, 2000 and 1999 circulation data is taken from the
Certified Audit of Circulations Report for the twelve-month period ended
December 31, 1999.
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 Company recently began distributing its first international
publication in Mexico, The Dallas Morning News Express, utilizing news content
from its other newspapers.
The basic material used in publishing Belo's newspapers is newsprint.
During 2000, Belo's publishing operations consumed approximately 269,000 metric
tons of newsprint at an average cost of $520 per metric ton. Consumption of
newsprint in the previous year was approximately 266,000 metric tons at an
average cost per metric ton of $487. At present, newsprint is generally
purchased from four suppliers. In addition, The Providence Journal and The
Press-Enterprise purchased approximately 56 percent and 73 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 broadcasting 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
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), direct 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 newspaper competitor in certain areas of
the Dallas/Fort Worth market 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.
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The entry of local telephone companies and other multichannel video
programming distributors into the market for video programming services has also
had 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. 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; 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: KBEJ-TV, August 1,
2006; KTTU-TV, October 1, 2006; and KSKN-TV, February 1, 2007.
OWNERSHIP RULES. The Commission's ownership rules, as modified pursuant to
the 1996 Act and in recently concluded FCC proceedings, 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-
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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.
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. As modified in 1999, and in an order on
reconsideration issued in January 2001, one of these rules, the so-called
"duopoly" rule, permits a party to 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 whose Grade B signals overlap the Grade B contour of
at least one of the stations in the proposed combination, 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. This new rule
also provides the basis for Belo's proposed acquisition of KTTU-TV in Tucson,
which is located in the same DMA as Belo's KMSB-TV. 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, as modified by the January 2001
reconsideration orders, the FCC 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.
The FCC's January 2001 reconsideration orders made several minor changes to
the Commission's attribution rules. Under the FCC's attribution rules as they
stand after the reconsideration orders, 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.
Under the 1996 Act, the Commission must review all of its broadcasting
ownership rules biennially to determine if they remain necessary in the public
interest. In June 2000, the FCC completed its 1998 biennial review of its rules
and decided to retain the 35 percent national television ownership limitation,
the cable system/television station cross-ownership rule, and the limit on the
number of radio stations a company may own in a given market. In addition, the
FCC proposed to consider limited changes to the newspaper/broadcast
cross-ownership rule, but has not yet initiated a proceeding on that issue. In
January 2001, the FCC also completed its 2000 biennial review, making no
additional relevant changes to its ownership rules.
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
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, accessibility of television programming to
audience members who are visually or hearing disabled, application procedures
and other areas affecting the business or operations of broadcast stations. The
courts have refused to overturn the FCC's invalidation of most aspects of the
Fairness Doctrine, which had required broadcasters to present contrasting views
on controversial issues of public importance. In October 2000, the U.S. Court of
Appeals for the D.C. Circuit
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ordered the FCC to suspend application of the personal attack and political
editorializing rules, which had their origins in the Fairness Doctrine and which
required broadcasters to provide free response time to certain individuals or
groups. The FCC may consider re-instituting fairness obligations at a later
date.
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. The
Commission subsequently 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 October 2000, the FCC
extended indefinitely the requirement that broadcasters report on their
children's programming activities on a quarterly basis, and the agency now is
considering a requirement that broadcasters place their children's programming
reports on their own Web sites. To date, the Commission has not resolved this
issue.
Broadcasters also are required to place "issues/programs lists" in their
public inspection files to provide their communities with information on their
level of "public interest" programming. In October 2000, the Commission
commenced a proceeding seeking comment on whether it should adopt a standardized
form for this purpose and whether it should require television broadcasters to
post the new form, as well as all other documents in their public inspection
files, either on station Web sites or the Web sites of state broadcasters
associations. This proceeding remains pending before the FCC.
In April 1998, the U.S. Court of Appeals for the D.C. Circuit concluded
that the FCC's longstanding 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 Required broadcast licensees to widely disseminate information about
job openings to all segments of the community;
o Gave broadcasters the choice of implementing two FCC-suggested
supplemental recruitment measures or, alternatively, designing their
own broad recruitment/outreach programs; and
o Imposed significant reporting requirements concerning broadcasters'
recruitment efforts.
The Commission also reinstated its former requirement that broadcasters
file annual employment reports with the FCC.
In January 2001, however, the U.S. Court of Appeals for the D.C. Circuit
struck down the FCC's new EEO rules. The Commission thereafter suspended the
rules, except for the general obligation not to engage in employment
discrimination based on race, color, religion, national origin or sex. The
Commission has several procedural options which it may pursue in order to revive
at least some part of its EEO rules, including filing a petition with the U.S.
Supreme Court or opening a new proceeding. At this time, it is difficult to
predict how long the suspension period may last and what actions the Commission
may take in this area in the future.
The FCC has adopted various regulations to implement certain provisions of
the Cable Television Consumer Protection and Competition Act of 1992 (the "1992
Cable Act"), as amended by the 1996 Act, governing the relationship between
broadcasters and cable operators. Among other matters, these regulations require
cable systems to devote a specified portion of their channel capacity to the
carriage of the signals of local television stations and permit TV stations to
elect between having a right to mandatory carriage on local cable systems
("must-carry rights") or a right to restrict or prevent cable systems from
carrying the station's signal without the station's permission ("retransmission
consent"). The Act and FCC regulations also contain measures to facilitate
competition among cable systems, telephone companies and other systems in the
distribution of TV signals, video programming and other 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.
7
10
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. Belo's remaining stations expect
to meet this schedule. 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.
In January 2001, the FCC issued a further order on DTV transition issues
which sets a number of deadlines for commercial broadcasters. By December 31,
2003, commercial stations with both analog and digital channel assignments
within the DTV core spectrum (channels 2-51) must elect the channel they will
use for broadcasting after the transition is concluded. On December 31, 2004,
commercial broadcasters not replicating their existing analog service areas will
lose interference protection in those portions of their existing service areas
not covered by their digital signal. On that same date, commercial broadcasters
must also provide a stronger digital signal to their communities of license than
was previously required.
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 will periodically review the progress
of DTV 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.
In January 2001, the FCC issued an order addressing the must-carry rights
of digital television broadcasters. Although the Commission deferred making a
decision as to whether broadcasters are entitled to simultaneous carriage of
both their digital and analog signals during the transition to DTV, the
Commission did determine the following:
o Digital-only television stations may immediately assert carriage
rights on local cable systems;
o Television stations that return their analog spectrum and convert to
digital operations are entitled to must-carry rights; and
o A digital-only station asserting must-carry rights is entitled only to
carriage of a single programming stream and other "program-related"
content, regardless of the number of programs it broadcasts
simultaneously on its digital spectrum.
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:
8
11
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.
In commencing the proceeding, the FCC did not propose specific new rules or
policies, but stated that it was seeking to create a forum for public debate on
how broadcasters can best serve the public interest during and after the
transition to DTV.
In addition, the FCC has commenced, but not completed, a proceeding
specifically addressing the children's programming obligations of DTV broadcast
licensees and how the current children's programming rules should apply to DTV.
In this proceeding, the Commission is considering a number of measures that
might increase licensees' current obligation to air at least three hours of
educational programming per week.
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 Direct Broadcast Satellite ("DBS") viewers and
directed the FCC to initiate rulemaking proceedings to implement the new system.
As part of those rulemakings, the FCC established 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. Stations in affected
markets are required to make must-carry elections by June of 2001. These
provisions have been challenged in federal court. SHVIA also extended 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).
The foregoing does not purport to be a complete summary of all the
provisions of the Act, other applicable statutes 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
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 business.
EMPLOYEES
As of December 31, 2000, the Company had approximately 7,245 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.
ITEM 2. PROPERTIES
At December 31, 2000, Belo owned broadcast operating facilities in the
following U. S. cities: Dallas, Texas (WFAA); Houston, Texas (KHOU); Seattle,
Washington (KING and KONG); Phoenix, Arizona (KTVK and KASW); Portland, Oregon
(KGW); Charlotte, North Carolina (WCNC); San Antonio, Texas (KENS); New Orleans,
Louisiana (WWL); Norfolk, Virginia (WVEC); Louisville, Kentucky (WHAS); 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. Three of the Company's broadcast facilities use
broadcast towers that are jointly owned with another television station in the
same market (WFAA, KGW and KENS). 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.
9
12
The Company owns and operates a newspaper printing facility and
distribution center in Plano, Texas where eight high-speed offset presses are
housed to print The Dallas Morning News. The eighth press, providing improved
production capacity and greater flexibility, began operations in the fourth
quarter of 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 also owns
a newspaper production facility in Denton, Texas.
TXCN's 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 and certain broadcast administrative functions have offices located
in downtown Dallas in an office building owned by the Company.
The operations of Belo Interactive are located at each of Belo's individual
operating units and in leased office space in downtown Dallas.
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.
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 2000 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 2000 Annual Report to Shareholders is incorporated herein by
reference.
10
13
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 2000
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
2000 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 2000 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 "Election of Directors,"
"Executive Officers of the Company," and "Section 16(a) Beneficial Ownership
Reporting Compliance" contained in the definitive Proxy Statement for the
Company's Annual Meeting of Shareholders to be held on May 9, 2001, 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 9, 2001, is incorporated herein
by reference.
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 9, 2001, 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 9, 2001, 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 2000 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 2000 Annual Report to Shareholders.
11
14
(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.
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 (Exhibit 3.1 to
the Company's Annual Report on Form 10-K dated March 15, 2000
(the "1999 Form 10-K"))
3.2 * Certificate of Correction to Certificate of Incorporation
dated May 13, 1987 (Exhibit 3.2 to the 1999 Form 10-K)
3.3 * Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company dated April 16, 1987 (Exhibit 3.3
to the 1999 Form 10-K)
3.4 * Certificate of Amendment of Certificate of Incorporation of
the Company dated May 4, 1988 (Exhibit 3.4 to the 1999 Form
10-K)
3.5 * Certificate of Amendment of Certificate of Incorporation of
the Company dated May 3, 1995 (Exhibit 3.5 to the 1999 Form
10-K)
3.6 * Certificate of Amendment of Certificate of Incorporation of
the Company dated May 13, 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 * Certificate of Ownership and Merger, dated December 20, 2000,
but effective as of 11:59 p.m. on December 31, 2000 (Exhibit
99.2 to Belo's Current Report on Form 8-K filed with the
Commission on December 29, 2000)
3.8 * Amended Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company dated May 4, 1988
(Exhibit 3.7 to the 1999 Form 10-K)
3.9 * Certificate of Designation of Series B Common Stock of the
Company dated May 4, 1988 (Exhibit 3.8 to the 1999 Form 10-K)
3.10 Amended and Restated Bylaws of the Company, effective December
31, 2000
4.1 Certain rights of the holders of the Company's Common Stock are
set forth in Exhibits 3.1-3.10 above.
4.2 Specimen Form of Certificate representing shares of the
Company's Series A Common Stock
4.3 Specimen Form of Certificate representing shares of the
Company's Series B Common Stock
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 (Exhibit 4.4 to
the 1999 Form 10-K)
12
15
EXHIBIT
NUMBER DESCRIPTION
------- -----------
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 Supplement No. 2 to Amended and Restated Rights Agreement
between the Company and The First National Bank of Boston dated
as of June 5, 1998
4.7 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)
13
16
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.2 Compensatory plans:
~(1) Belo Savings Plan:
* (a) Belo Savings Plan Amended and Restated July 1,
2000 (Exhibit 10.2(1) to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended
June 30, 2000 (the "2nd Quarter 2000 Form 10-Q"))
(b) First Amendment to the Belo Savings Plan effective
December 31, 2000
~(2) Belo 1986 Long-Term Incentive Plan:
* (a) Belo Corp. 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
(Exhibit 10.2(2)(c) to the 1999 Form 10-K)
* (d) Amendment No. 8 to 1986 Long-Term Incentive Plan
(Exhibit 10.3(2)(d) to the 2nd Quarter 1998 Form
10-Q)
~(3) * Belo 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 1995 Executive Compensation Plan, dated
July 21, 1998 (Exhibit 10.3(3)(a) to the 2nd Quarter
1998 Form 10-Q)
* (b) Amendment to 1995 Executive Compensation Plan,
dated December 16, 1999 (Exhibit 10.3(3)(b) to the
1999 Form 10-K)
~(4) * Management Security Plan (Exhibit 10.3(1) to the 1996
Form 10-K)
* (a) Amendment to Management Security Plan of Belo Corp.
and Affiliated Companies (as Restated Effective
January 1, 1982) (Exhibit 10.2(4)(a) to the 1999
Form 10-K)
~(5) * Belo Supplemental Executive Retirement Plan
* (a) Belo Supplemental Executive Retirement Plan As
Amended and Restated Effective January 1, 2000
(Exhibit 10.2(5)(a) to the 1999 Form 10-K)
* (b) First Amendment to Belo Supplemental Executive
Retirement Plan as Amended and Restated Effective
January 1, 2000, dated July 27, 2000 (Exhibit
10.2(5) to the 2nd Quarter 2000 Form 10-Q)
~(6) * Belo 2000 Executive Compensation Plan (Exhibit 4.15 to
Belo's Registration Statement on Form S-8
(No. 333-43056) filed with the Commission on August 4,
2000)
~(7) Retirement Agreement between the Company and Ward L.
Huey, Jr., dated November 3, 2000
12 Ratio of Earnings to Fixed Charges
13 Portions of the 2000 Annual Report to Shareholders (Items 5, 6,
7, 7A and 8)
21 Subsidiaries of the Company
14
17
EXHIBIT
NUMBER DESCRIPTION
------- -----------
23 Consent of Ernst & Young LLP
24 Power of Attorney (set forth on the signature page(s) hereof)
(b) Reports on Form 8-K.
During the last quarter covered by this report, a report on Form 8-K was
filed on December 29, 2000, containing information under Item 5. "Other
Events" and Item 7. "Financial Statements and Exhibits" concerning the
change of the Company's name from A. H. Belo Corporation to Belo Corp.
15
18
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.
BELO CORP.
(formerly A. H. Belo Corporation)
By: /s/ Robert W. Decherd
--------------------------------
Robert W. Decherd
Chairman of the Board, President
& Chief Executive Officer
Dated: March 13, 2001
POWER OF ATTORNEY
The undersigned hereby constitute and appoint Robert W. Decherd, Michael J.
McCarthy and Dunia A. Shive and each of them, our true and lawful
attorneys-in-fact with full power to execute in our name and behalf in the
capacities indicated below any and all amendments to this report and to file the
same, with all exhibits thereto and other documents in connection therewith with
the Securities and Exchange Commission, and hereby ratify and confirm all that
such attorneys-in-fact, or any of them, or their substitutes shall lawfully do
or cause to be done by virtue thereof.
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 13, 2001
- ------------------------------------ & Chief Executive Officer
Robert W. Decherd
/s/ Burl Osborne Director, President/Publishing March 13, 2001
- ------------------------------------ Division and Publisher/
Burl Osborne The Dallas Morning News
/s/ John W. Bassett, Jr. Director March 13, 2001
- ------------------------------------
John W. Bassett, Jr.
/s/ Henry P. Becton, Jr. Director March 13, 2001
- ------------------------------------
Henry P. Becton, Jr.
/s/ Judith L. Craven, M.D., M.P.H. Director March 13, 2001
- ------------------------------------
Judith L. Craven, M.D., M.P.H.
/s/ Roger A. Enrico Director March 13, 2001
- ------------------------------------
Roger A. Enrico
/s/ Stephen Hamblett Director March 13, 2001
- ------------------------------------
Stephen Hamblett
/s/ Dealey D. Herndon Director March 13, 2001
- ------------------------------------
Dealey D. Herndon
16
19
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Laurence E. Hirsch Director March 13, 2001
- ------------------------------------
Laurence E. Hirsch
/s/ Arturo Madrid, Ph.D. Director March 13, 2001
- ------------------------------------
Arturo Madrid, Ph.D.
/s/ Hugh G. Robinson Director March 13, 2001
- ------------------------------------
Hugh G. Robinson
/s/ William T. Solomon Director March 13, 2001
- ------------------------------------
William T. Solomon
/s/ J. McDonald Williams Director March 13, 2001
- ------------------------------------
J. McDonald Williams
/s/ Dunia A. Shive Executive Vice President/ March 13, 2001
- ------------------------------------ Chief Financial Officer
Dunia A. Shive
17
20
EXHIBIT INDEX
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 (Exhibit 3.1 to
the Company's Annual Report on Form 10-K dated March 15, 2000
(the "1999 Form 10-K"))
3.2 Certificate of Correction to Certificate of Incorporation
dated May 13, 1987 (Exhibit 3.2 to the 1999 Form 10-K)
3.3 Certificate of Designation of Series A Junior Participating
Preferred Stock of the Company dated April 16, 1987 (Exhibit 3.3
to the 1999 Form 10-K)
3.4 Certificate of Amendment of Certificate of Incorporation of
the Company dated May 4, 1988 (Exhibit 3.4 to the 1999 Form
10-K)
3.5 Certificate of Amendment of Certificate of Incorporation of
the Company dated May 3, 1995 (Exhibit 3.5 to the 1999 Form
10-K)
3.6 Certificate of Amendment of Certificate of Incorporation of
the Company dated May 13, 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 Certificate of Ownership and Merger, dated December 20, 2000,
but effective as of 11:59 p.m. on December 31, 2000 (Exhibit
99.2 to Belo's Current Report on Form 8-K filed with the
Commission on December 29, 2000)
3.8 Amended Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company dated May 4, 1988
(Exhibit 3.7 to the 1999 Form 10-K)
3.9 Certificate of Designation of Series B Common Stock of the
Company dated May 4, 1988 (Exhibit 3.8 to the 1999 Form 10-K)
3.10 Amended and Restated Bylaws of the Company, effective December
31, 2000
4.1 Certain rights of the holders of the Company's Common Stock are
set forth in Exhibits 3.1-3.10 above.
4.2 Specimen Form of Certificate representing shares of the
Company's Series A Common Stock
4.3 Specimen Form of Certificate representing shares of the
Company's Series B Common Stock
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 (Exhibit 4.4 to
the 1999 Form 10-K)
21
EXHIBIT
NUMBER DESCRIPTION
------- -----------
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 Supplement No. 2 to Amended and Restated Rights Agreement
between the Company and The First National Bank of Boston dated
as of June 5, 1998
4.7 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)
22
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.2 Compensatory plans:
~(1) Belo Savings Plan:
(a) Belo Savings Plan Amended and Restated July 1,
2000 (Exhibit 10.2(1) to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended
June 30, 2000 (the "2nd Quarter 2000 Form 10-Q"))
(b) First Amendment to the Belo Savings Plan effective
December 31, 2000
~(2) Belo 1986 Long-Term Incentive Plan:
(a) Belo Corp. 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
(Exhibit 10.2(2)(c) to the 1999 Form 10-K)
(d) Amendment No. 8 to 1986 Long-Term Incentive Plan
(Exhibit 10.3(2)(d) to the 2nd Quarter 1998 Form
10-Q)
~(3) Belo 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 1995 Executive Compensation Plan, dated
July 21, 1998 (Exhibit 10.3(3)(a) to the 2nd Quarter
1998 Form 10-Q)
(b) Amendment to 1995 Executive Compensation Plan,
dated December 16, 1999 (Exhibit 10.3(3)(b) to the
1999 Form 10-K)
~(4) Management Security Plan (Exhibit 10.3(1) to the 1996
Form 10-K)
(a) Amendment to Management Security Plan of Belo Corp.
and Affiliated Companies (as Restated Effective
January 1, 1982) (Exhibit 10.2(4)(a) to the 1999
Form 10-K)
~(5) Belo Supplemental Executive Retirement Plan
(a) Belo Supplemental Executive Retirement Plan As
Amended and Restated Effective January 1, 2000
(Exhibit 10.2(5)(a) to the 1999 Form 10-K)
(b) First Amendment to Belo Supplemental Executive
Retirement Plan as Amended and Restated Effective
January 1, 2000, dated July 27, 2000 (Exhibit
10.2(5) to the 2nd Quarter 2000 Form 10-Q)
~(6) Belo 2000 Executive Compensation Plan (Exhibit 4.15 to
Belo's Registration Statement on Form S-8
(No. 333-43056) filed with the Commission on August 4,
2000)
~(7) Retirement Agreement between the Company and Ward L.
Huey, Jr., dated November 3, 2000
23
EXHIBIT
NUMBER DESCRIPTION
------- -----------
12 Ratio of Earnings to Fixed Charges
13 Portions of the 2000 Annual Report to Shareholders (Items 5, 6,
7, 7A and 8)
21 Subsidiaries of the Company
23 Consent of Ernst & Young LLP
24 Power of Attorney (set forth on the signature page(s) hereof)