BELO A H CORP, 10-Q, 1994-05-06

BELO A H CORP
10-Q, 1994-05-06
NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING

Previous: PROTECTIVE LIFE CORP, S-3/A, 1994-05-06

Next: POLICY MANAGEMENT SYSTEMS CORP, SC 13D, 1994-05-06

<PAGE> 1
================================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 1994

( ) 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

Former name, former address and former fiscal year, if
changed since last report.
NONE

Indicate by check mark whether 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

CLASS OUTSTANDING AT APRIL 29, 1994
----- -----------------------------
Common Stock, $1.67 par value 20,315,376*

- - --------------------

* Consisting of 14,645,595 shares of Series A Common Stock and 5,669,781
shares of Series B Common Stock.
================================================================================
<PAGE> 2
A. H. BELO CORPORATION
FORM 10-Q
TABLE OF CONTENTS
PAGE
----
PART I FINANCIAL INFORMATION

Item 1. Financial Statements ............................................... 1

Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations ................... 6

PART II OTHER INFORMATION

Item 1. Legal Proceedings .................................................. 8

Item 2. Changes in Securities .............................................. 8

Item 3. Defaults Upon Senior Securities .................................... 8

Item 4. Submission of Matters to a Vote of Security Holders ................ 8

Item 5. Other Information .................................................. 8

Item 6. Exhibits and Reports on Form 8-K ................................... 8

(i)
<PAGE> 3
PART I.

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF EARNINGS
A. H. Belo Corporation and Subsidiaries

<TABLE>
<CAPTION>
Three months ended March 31,
========================================================================================================================
In thousands, except per share amounts
unaudited 1994 1993
- - ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NET OPERATING REVENUES
Newspaper publishing $ 82,921 $ 78,776
Broadcasting 49,126 44,064
- - ------------------------------------------------------------------------------------------------------------------------
Total net operating revenues 132,047 122,840
- - ------------------------------------------------------------------------------------------------------------------------
OPERATING COSTS AND EXPENSES
Salaries, wages and employee benefits 41,249 38,269
Newsprint, ink and other supplies 25,177 25,119
Other production, distribution and operating costs 36,018 34,876
Depreciation 7,327 5,924
Amortization 3,092 3,096
- - ------------------------------------------------------------------------------------------------------------------------
Total operating costs and expenses 112,863 107,284
- - ------------------------------------------------------------------------------------------------------------------------
Earnings from operations 19,184 15,556
- - ------------------------------------------------------------------------------------------------------------------------
OTHER INCOME AND EXPENSE
Interest expense (2,820) (4,139)
Other, net 476 750
- - ------------------------------------------------------------------------------------------------------------------------
Total other income and expense (2,344) (3,389)
- - ------------------------------------------------------------------------------------------------------------------------
EARNINGS
Earnings before income taxes and cumulative effect
of change in accounting 16,840 12,167
Income taxes 6,802 4,896
- - ------------------------------------------------------------------------------------------------------------------------
Earnings before cumulative effect of change in accounting 10,038 7,271
Cumulative effect of change in accounting for income taxes (Note 3) - 6,599
- - ------------------------------------------------------------------------------------------------------------------------
Net earnings $ 10,038 $ 13,870
========================================================================================================================
EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
Before cumulative effect of change in accounting $ .49 $ .37
Cumulative effect of change in accounting $ - $ .33
Net earnings $ .49 $ .70
- - ------------------------------------------------------------------------------------------------------------------------
Weighted average common and common equivalent shares outstanding 20,527 19,858
- - ------------------------------------------------------------------------------------------------------------------------
Cash dividends declared per share $ .15 $ .14
- - ------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Consolidated Condensed Financial Statements.

1
<PAGE> 4
CONSOLIDATED CONDENSED BALANCE SHEETS
A. H. Belo Corporation and Subsidiaries

<TABLE>
<CAPTION>
========================================================================================================================
In thousands MARCH 31, December 31,
Current year unaudited 1994 1993
- - ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS

Current assets:
Cash and temporary cash investments $ 7,277 $ 8,943
Accounts receivable, net 71,390 80,023
Other current assets 26,676 28,419
- - ------------------------------------------------------------------------------------------------------------------------
Total current assets 105,343 117,385
- - ------------------------------------------------------------------------------------------------------------------------
Property, plant and equipment, at cost:
Land 15,065 15,065
Buildings 116,516 116,466
Newspaper publishing equipment 183,301 183,211
Broadcast equipment 93,335 93,276
Other 36,298 35,610
Advance payments on plant and equipment expenditures 14,007 8,679
- - ------------------------------------------------------------------------------------------------------------------------
Total property, plant and equipment 458,522 452,307
- - ------------------------------------------------------------------------------------------------------------------------
Less accumulated depreciation (189,100) (182,295)
- - ------------------------------------------------------------------------------------------------------------------------
Net property, plant and equipment 269,422 270,012
- - ------------------------------------------------------------------------------------------------------------------------
Intangible assets, net 351,003 354,101
Other assets, at cost 57,247 54,658
- - ------------------------------------------------------------------------------------------------------------------------
Total assets $783,015 $796,156
========================================================================================================================
</TABLE>

2
<PAGE> 5
CONSOLIDATED CONDENSED BALANCE SHEETS (continued)
A. H. Belo Corporation and Subsidiaries

<TABLE>
<CAPTION>
========================================================================================================================
In thousands, except share data MARCH 31, December 31,
Current year unaudited 1994 1993
- - ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued expenses $ 38,619 $ 49,542
Other current liabilities 12,458 10,189
- - ------------------------------------------------------------------------------------------------------------------------
Total current liabilities 51,077 59,731
- - ------------------------------------------------------------------------------------------------------------------------
Long-term debt 260,400 277,400
Deferred income taxes 108,467 107,308
Other liabilities 5,706 5,618

Shareholders' equity:
Preferred stock, $1.00 par value. Authorized
5,000,000 shares; none issued
Common stock, $1.67 par value. Authorized
150,000,000 shares:
Series A: Issued 14,594,839 shares at March 31, 1994
and 14,467,182 shares at December 31, 1993 24,373 24,161
Series B: Issued 5,712,629 shares at March 31, 1994
and 5,743,099 shares at December 31, 1993 9,540 9,591
Additional paid-in capital 119,865 116,451
Retained earnings 208,246 201,246
- - ------------------------------------------------------------------------------------------------------------------------
Total 362,024 351,449

Less deferred compensation - restricted shares 4,659 5,350
- - ------------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 357,365 346,099
- - ------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $783,015 $796,156
========================================================================================================================
</TABLE>

See accompanying Notes to Consolidated Condensed Financial Statements.

3
<PAGE> 6
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
A. H. Belo Corporation and Subsidiaries

Cash and temporary cash investments at beginning of period 8,943 2,683
- - ------------------------------------------------------------------------------------------------------------------------
Cash and temporary cash investments at end of period $ 7,277 $ 2,103
========================================================================================================================
SUPPLEMENTAL DISCLOSURES
Interest paid, net of amounts capitalized $ 3,588 $ 5,610
Income taxes paid $ - $ -
- - ------------------------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying Notes to Consolidated Condensed Financial Statements.

4
<PAGE> 7
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
A. H. Belo Corporation and Subsidiaries

(1) The unaudited consolidated condensed financial statements as of March
31, 1994 and for the three-month periods ended March 31, 1994 and 1993
and related notes should be read in conjunction with the audited
consolidated financial statements and related notes as of December 31,
1993.

(2) In the opinion of A. H. Belo Corporation (the "Company") management,
the accompanying unaudited consolidated condensed financial statements
contain all adjustments necessary to present fairly the Company's
financial position as of March 31, 1994, and its results of operations
and cash flows for the indicated periods. All such adjustments are of
a normal recurring nature.

Certain amounts for the prior periods have been reclassified to conform
to the current year presentation.

(3) Effective January 1, 1993 the Company adopted the provisions of
Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting
for Income Taxes" changing the method of accounting for income taxes.
As permitted under the new rules, prior years' financial statements
have not been restated to reflect the change. The cumulative effect of
adopting SFAS No. 109 as of January 1, 1993 was an increase to net
earnings of $6,599,000 or 33 cents per share.

(4) On March 29, 1994, the Company and Rampart Operating Partnership, owner
of WWL-TV, the CBS affiliate in New Orleans, Louisiana, executed an
agreement under which Belo will purchase the assets of WWL for
$110,000,000, subject to certain adjustments. The Company anticipates
that the acquisition will be financed using borrowings from its
revolving credit agreement. The transaction, which is subject to
customary closing conditions, including approval by appropriate
government agencies, will be accounted for as a purchase. The Company
expects that the transaction could be completed as early as the second
quarter of 1994.

(5) Net operating revenues, earnings from operations, and depreciation and
amortization by industry segment are shown below (in thousands):

<TABLE>
<CAPTION>
================================================================================
Three months ended March 31, 1994 1993
- - --------------------------------------------------------------------------------
<S> <C> <C>
NET OPERATING REVENUES
Newspaper publishing $ 82,921 $ 78,780
Broadcasting 49,126 44,122
Intersegment revenues - (62)
- - --------------------------------------------------------------------------------
$ 132,047 $ 122,840
===========================
EARNINGS FROM OPERATIONS
Newspaper publishing $ 10,908 $ 11,010
Broadcasting 11,498 8,283
Corporate expenses (3,222) (3,737)
- - --------------------------------------------------------------------------------
$ 19,184 $ 15,556
===========================

DEPRECIATION AND AMORTIZATION
Newspaper publishing $ 5,131 $ 4,023
Broadcasting 5,138 4,935
Other 150 62
- - -------------------------------------------------------------------------------
$ 10,419 $ 9,020
==========================

</TABLE>

5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

FINANCIAL CONDITION

The Company's primary source of liquidity is cash provided by
operations, which was $23,342,000 for the three months ended March 31, 1994.
This amount is substantially unchanged when compared to the $23,364,000
generated during the corresponding period of 1993. Cash from operations for
the first quarter of 1994 was more than sufficient to fund capital
expenditures and dividends on common stock. In addition, the excess cash from
operations along with proceeds from the exercise of stock options were used to
reduce outstanding debt balances.

The Company has access to $418,750,000 in revolving credit on which the
borrowings at March 31, 1994 were $220,000,000. Total available credit is
reduced semiannually until expiration of the agreement in July 1998.
Borrowings under the agreement are classified as long-term. From time to time,
short-term unsecured notes are also used as a source of financing temporary
cash requirements. Based on the Company's intent and ability to renew
short-term notes through the revolving credit facility, short-term borrowings
are also classified as long-term. At March 31, 1994, there were $34,000,000 in
short-term notes outstanding.

Capital expenditures for the first three months of 1994 were
$6,771,000. Current year capital expenditures include additional production
equipment for The Dallas Morning News, significant building projects at two of
Belo's broadcast stations and the addition of a digital editing suite at a
third station. Capital expenditures are generally financed with net cash from
operations, supplemented when necessary with bank borrowings.

Belo paid dividends of $3,038,000 or 15 cents per share of Series A and
Series B common stock outstanding during the first quarter of 1994 compared to
$2,746,000 or 14 cents per share in the first quarter of 1993.

Belo's ratio of long-term debt to total capitalization at March 31,
1994 was 42.2 compared to a ratio of 44.5 at December 31, 1993. The
improvement is the result of earnings in excess of dividend requirements
coupled with a $17,000,000 reduction in long-term debt.

On March 29, 1994, Belo and Rampart Operating Partnership, owner of
WWL-TV, the CBS affiliate in New Orleans, Louisiana, executed an agreement
under which Belo will purchase the assets of WWL for $110,000,000, subject to
certain adjustments. Belo intends to borrow funds from its revolving credit
agreement to complete the transaction. The transaction, which is subject to
customary closing conditions, including approval by appropriate government
agencies, will be accounted for as a purchase. The Company expects that the
transaction could be completed as early as the second quarter of 1994.

Although the Company believes its current financial condition and
credit relationships will enable it to adequately meet its current obligations
and near-term growth strategy, the Company's board of directors has authorized
the Company to negotiate a new credit facility of up to $500,000,000 and to
file a shelf registration statement that would allow the Company, from time to
time, to offer up to $200,000,000 of debt securities. Proceeds from these
financings would be used to refinance existing indebtedness, to repurchase
common stock under the Company's stock repurchase program and for general
corporate purposes.

RESULTS OF OPERATIONS

Belo recorded net earnings of $10,038,000 or 49 cents per share for the
first quarter of 1994 compared to $7,271,000 or 37 cents per share (before the
cumulative effect of an accounting change) for the same period in 1993.
Including the cumulative effect of adopting Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," earnings in the first quarter
of 1993 were $13,870,000 or 70 cents per share. Included in first quarter 1994
earnings is the reversal of certain music license fee accruals of $631,000 (2
cents per share).

First quarter 1994 revenues of $132,047,000 improved 7.5 percent from
the $122,840,000 in 1993. Newspaper publishing revenues of $82,921,000 were
5.3 percent better than the $78,776,000 in 1993. The improvement in the first
quarter of 1994 is primarily attributable to increased rates in the classified,
retail and general advertising categories. Improved classified linage,
particularly in the employment and automotive sections, was offset by

6
<PAGE> 9
decreases in retail and general advertising linage. Circulation revenues were
also down slightly in first quarter 1994, in spite of a modest increase in
average circulation, due to contractor rate adjustments. In March of this
year, The Dallas Morning News announced an increase in the daily/Sunday home
delivery subscription rate from $9.50 to $10.50 per month, effective April 1.

Broadcast revenues for the first quarter of 1994 were $49,126,000, an
11.5 percent improvement over 1993 first quarter revenues of $44,064,000.
Broadcast of the winter Olympics on Belo's three CBS-affiliated stations
contributed to significant increases in both local and national advertising
revenues. In addition, local and state elections in nearly all of Belo's
broadcast markets have sparked political advertising revenues that were nearly
three times higher than those in first quarter 1993. Market growth in Houston
and Tulsa have also resulted in revenue improvement.

Operating expenses during the first quarter of 1994 were $112,863,000,
or 5.2 percent higher than in the same period of 1993. Salaries, wages and
employee benefits increased nearly 8 percent due to additional employees, salary
increases, and higher benefit costs, particularly pension and 401(k) matching
contributions. Although newsprint cost per ton was 4.2 percent lower in 1994
than in 1993, expense actually increased slightly due to a higher volume of
newsprint usage. Other production, distribution and operating costs increased
year to year, as well. Contributing to the increase were higher distribution
costs associated with expanded city and state trucking routes and an increase in
programming fees for certain syndicated shows. Offsetting these increases was
the music license fee adjustment previously mentioned. Depreciation expense
increased in first quarter 1994 due to the completion of the North Plant
production facility expansion in the third quarter of 1993.

First quarter 1994 interest expense of $2,820,000 was 31.9 percent
lower than in first quarter 1993 due to the December 1993 replacement of
$100,000,000 of 8 5/8% debt with proceeds from the revolving credit agreement.
During the first quarter of 1994, the revolving credit agreement had an average
interest rate of approximately 4 percent. Also, average debt outstanding in
the first quarter of 1994 was $268,900,000 versus $299,158,000 in the first
quarter of 1993.

OTHER MATTERS

In 1991, Belo recorded a $4,000,000 accrual for a judgement resulting
from an unfavorable verdict in an employment-related lawsuit. In January 1994,
the Oklahoma Supreme Court affirmed the ruling.

7
<PAGE> 10
PART II.

ITEM 1. LEGAL PROCEEDINGS

There are a number of legal proceedings pending against the Company,
including several actions for alleged libel. In the opinion of management,
liabilities, if any, arising from these actions are either covered by insurance
or would not have a material adverse effect on the operations or financial
position of the Company.

ITEM 2. CHANGES IN SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Shareholders was held on May 4, 1994. Reference
is hereby made to the Proxy Statement filed as Exhibit 20 of Item 6(a). All
nominees standing for election were elected. (See "Election of Directors" on
page 7 of the Proxy Statement.) The following chart indicates the number of
votes cast with respect to each nominee for director:

<TABLE>
<CAPTION>
NOMINEE FOR WITHHELD
------- --- --------
<S> <C> <C>
Robert W. Decherd 67,232,743 33,328
Arturo Madrid, Ph.D. 67,232,573 33,498
Reece A. Overcash, Jr. 67,233,798 32,273
William T. Solomon 67,233,873 32,198
Thomas B. Walker, Jr. 67,233,768 32,303
</TABLE>

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

The following exhibits are filed as part of this report:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
10.1 Asset Purchase Agreement dated as of
March 29, 1994 between Rampart
Operating Partnership and the Company

20 Proxy Statement for the Annual Meeting
of Shareholders
</TABLE>

(b) Reports on Form 8-K

During the quarter covered by this report there was a report on
Form 8-K filed on March 8, 1994, containing information under Item 5 concerning
an agreement in principle to purchase the assets of WWL-TV in New Orleans,
Louisiana.

8
<PAGE> 11
SIGNATURES

Pursuant to the requirements 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

May 6, 1994 By: /s/ Michael D. Perry
Michael D. Perry
Senior Vice President and
Chief Financial Officer

9
<PAGE> 12
INDEX TO EXHIBITS

SEQ.
EXHIBIT PAGE
NUMBER NUM.
- - ------ ----
10.1 Asset Purchase Agreement dated as of March 29, 1994 between
Rampart Operating Partnership and the Company ----

20 Proxy Statement for the Annual Meeting of Shareholders ----

<PAGE> 1
EXHIBIT 10.1

ASSET PURCHASE AGREEMENT

DATED AS OF MARCH 29, 1994

BETWEEN

RAMPART OPERATING PARTNERSHIP

AND

A. H. BELO CORPORATION
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
Page
----
<S> <C>
SECTION 1: DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

1.1 "Accounts Receivable" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 "Assets" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3 "Assumed Contracts" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 "Best Efforts" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.5 "CBS Uplink Reimbursement Payments" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.6 "Channel 15 Accounts Receivable" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.7 "Channel 15 Partnership" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.8 "Closing" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.9 "Closing Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.10 "Communications Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.11 "Consents" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.12 "Contracts" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.13 "Cox" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.14 "Effective Time" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.15 "Elder Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.16 "Escrow Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.17 "Escrow Deposit" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.18 "Excluded Assets" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.19 "FCC Consent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.20 "FCC Licenses" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.21 "Final Order" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.22 "Indemnification Escrow Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.23 "Indemnification Fund" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.24 "Indemnification Fund Escrow Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.25 "Joint Venture Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
1.26 "Joint Venture Interest" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.27 "Licenses" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.28 "Material Consents" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.29 "New CBS Affiliation Agreement" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.30 "Participant" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.31 "Personal Property" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
1.32 "Prorations Certificate" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.33 "Purchase Price" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.34 "Real Property" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.35 "Seller's Share of Channel 15 Accounts Receivable" . . . . . . . . . . . . . . . . . . . 7
1.36 "Station Accounts Receivable" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
1.37 "Termination Liability" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

SECTION 2: SALE AND PURCHASE OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

2.1 Agreement to Sell and Buy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
2.2 Excluded Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.3 Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
2.4 Adjustments and Prorations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.5 Assumption of Liabilities and Obligations. . . . . . . . . . . . . . . . . . . . . . . . . 17
2.6 Allocation of Purchase Price. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>
<PAGE> 3
<TABLE>
<S> <C>
SECTION 3: REPRESENTATIONS AND WARRANTIES OF SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

3.1 Organization, Standing and Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
3.2 Authorization and Binding Obligation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.3 Absence of Conflicting Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
3.4 Licenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
3.5 Title to and Condition of Real Property. . . . . . . . . . . . . . . . . . . . . . . . . . 22
3.6 Title to and Condition of Personal Property. . . . . . . . . . . . . . . . . . . . . . . . 24
3.7 Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.8 Trademarks, Trade Names and Copyrights. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.9 Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
3.10 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
3.11 Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.12 Employee Benefit Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.13 Labor Relations, OSHA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
3.14 Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
3.15 Claims and Legal Actions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
3.16 Environmental; Hazardous Materials. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
3.17 Compliance with Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
3.18 Conduct of Business in Ordinary Course. . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.19 Cure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.20 Exclusivity of Representations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

SECTION 4: REPRESENTATIONS AND WARRANTIES OF BUYER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

4.1 Organization, Standing and Authority. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.2 Authorization and Binding Obligation. . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
4.3 Absence of Conflicting Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
4.4 Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
4.5 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
4.6 Qualifications. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

SECTION 5: COVENANTS OF SELLER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

5.1 Pre-Closing Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.2 Post-Closing Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 6: SPECIAL COVENANTS AND AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
6.1 FCC Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
6.2 Control of the Station. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.3 Accounts Receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.4 Taxes, Fees and Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
6.5 Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
6.6 Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
6.7 Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
6.8 Cooperation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
6.9 Public Announcement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
6.10 Risk of Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
6.11 Antitrust Laws Compliance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
6.12 Employee Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
6.13 Toys for Tots, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
</TABLE>

ii
<PAGE> 4
<TABLE>
<S> <C>
SECTION 7: CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER . . . . . . . . . . . . . . . . . . . . . . . . . 62

7.1 Conditions to Obligations of Buyer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
7.2 Conditions to Obligations of Seller. . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

SECTION 8: CLOSING AND CLOSING DELIVERIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

8.1 Closing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
8.2 Deliveries by Seller. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
8.3 Deliveries by Buyer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

SECTION 9: RIGHTS OF BUYER AND SELLER ON TERMINATION OR BREACH . . . . . . . . . . . . . . . . . . . . . . 69

9.1 Termination Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

SECTION 10: SURVIVAL OF REPRESENTATIONS AND WARRANTIES,
AND INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

10.1 Representations and Warranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
10.2 Indemnification by Seller. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
10.3 Indemnification by Buyer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
10.4 Procedure for Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
10.5 No Recourse. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
10.6 Exclusivity of Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
10.7 Seller's Representative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76

SECTION 11: MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

11.1 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
11.2 Benefit and Binding Effect. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
11.3 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
11.4 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
11.5 Gender and Number. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
11.6 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
11.7 Waiver of Compliance; Consents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
11.8 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
11.9 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
</TABLE>

iii
<PAGE> 5
LIST OF SCHEDULES

<TABLE>
<S> <C>
Schedule 3.4 -- Licenses
Schedule 3.5 -- Real Property
Schedule 3.6 -- Personal Property
Schedule 3.7 -- Contracts
Schedule 3.8 -- Trademarks, Trade Names, Copyrights
Schedule 3.9 -- Financial Statements
Schedule 3.10 -- Insurance
Schedule 3.12 -- Employee Benefit Plans
Schedule 3.15 -- Claims and Legal Actions
Schedule 3.16 -- Hazardous Materials
Schedule 3.18 -- Conduct of Business in Ordinary Course
Schedule 5.1(a)(2) -- Trade or Barter Contracts
Schedule 6.12A -- Employees and Salaries
Schedule 6.12B -- COBRA Benefits
Schedule 6.12C -- Retirees and Potential Retirees
Schedule 7.1(f) -- Budget
Schedule 8.2(f) -- Opinion of Seller's Counsel
Schedule 8.3(e) -- Opinion of Buyer's Counsel
Schedule 10.2 -- Indemnification Escrow Agreement
</TABLE>

iv
<PAGE> 6
ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT is dated as of March 29, 1994, by and
between A. H. BELO CORPORATION, a Delaware corporation ("Buyer"), and RAMPART
OPERATING PARTNERSHIP, a Louisiana general partnership ("Seller").

R E C I T A L S:

A. Seller is the licensee of and operates television station
WWL-TV, New Orleans, Louisiana (the "Station") pursuant to licenses issued by
the Federal Communications Commission (the "FCC").

B. Seller desires to sell, and Buyer wishes to buy, substantially
all of Seller's assets used or useful in the ownership or operation of the
Station (other than the assets excluded hereunder) and the broadcast business
made possible thereby for the price and on the terms and conditions hereinafter
set forth.

A G R E E M E N T S:

In consideration of the above recitals and the covenants and
agreements contained herein, Buyer and Seller agree as follows:
<PAGE> 7
SECTION 1: DEFINED TERMS

In addition to the terms defined elsewhere in this Agreement, the
following terms shall have the following meanings in this Agreement:

1.1 "ACCOUNTS RECEIVABLE" means the Station Accounts Receivable
and Seller's Share of Channel 15 Accounts Receivable.

1.2 "ASSETS" means the tangible and intangible assets used or
useful in connection with the conduct of the business or operations of the
Station, which assets are being sold, transferred, or otherwise conveyed to
Buyer hereunder, as specified in detail in Section 2.1, other than the Excluded
Assets.

1.3 "ASSUMED CONTRACTS" means (i) all Contracts listed in Schedule
3.7 hereto designated by Buyer with an asterisk to indicate that such Contracts
will be assumed by Buyer, (ii) any Contracts entered into by Seller between the
date hereof and the Closing Date permitted to be entered into by Seller under
Section 5.1, and (iii) any Contracts that are not required to be listed on
Schedule 3.7 pursuant to the terms of Section 3.7.

1.4 "BEST EFFORTS" of a party hereunder shall mean such party's
efforts to take or accomplish the contemplated action but which shall not
require the expenditure or payment of any monies (other than in respect of
normal and usual filing fees and the fees of such party's professional
advisors) or the giving of any

- 2 -
<PAGE> 8
other consideration by such party to take or accomplish such action.

1.5 "CBS UPLINK REIMBURSEMENT PAYMENTS" means the aggregate amount
of payments to be made to the Station on and after the Effective Time (i) by
CBS News pursuant to the letter agreement dated October 20, 1993 from CBS News
to the Station and (ii) by CBS Newsnet pursuant to the CBS Affiliate SNG
Project Fixed KU-Band Uplink Cost Estimate & Equipment Proposal dated July 8,
1992.

1.6 "CHANNEL 15 ACCOUNTS RECEIVABLE" means the rights of the
Channel 15 Partnership to payment for the sale of advertising time or for
services rendered by the Channel 15 Partnership prior to the Effective Time as
reflected on the billing records of the Channel 15 Partnership.

1.7 "CHANNEL 15 PARTNERSHIP" means that certain joint venture
between Seller and Cox pursuant to the Joint Venture Agreement.

1.8 "CLOSING" means the consummation of the transaction
contemplated by this Agreement in accordance with the provisions of Section 8.

1.9 "CLOSING DATE" means the date of the Closing specified in
Section 8.

1.10 "COMMUNICATIONS ACT" means the Communications Act of 1934, as
amended.

1.11 "CONSENTS" means all of the consents, permits or approvals of
government authorities and other third parties

- 3 -
<PAGE> 9
necessary to transfer the Assets to Buyer or otherwise to consummate the
transaction contemplated hereby.

1.12 "CONTRACTS" means all agreements, written or oral (including
any amendments and other modifications thereto) to which Seller is a party or
which are binding upon Seller and which affect the Assets or the business or
operations of the Station, and (i) which are in effect on the date hereof, or
(ii) which are entered into by Seller in the ordinary course of business
between the date hereof and the Closing Date.

1.13 "COX" means Cox Cable New Orleans, Inc.

1.14 "EFFECTIVE TIME" means 4:59 a.m., local New Orleans, Louisiana
time, on the Closing Date.

1.15 "ELDER PLAN" means the Rampart Operating Partnership Executive
Retirement Plan dated August 2, 1993 for the benefit of the Participant.

1.16 "ESCROW AGREEMENT" means the Escrow Agreement of even date
herewith among Buyer, Seller and Texas Commerce Bank National Association (the
"Escrow Agent").

1.17 "ESCROW DEPOSIT" means the sum of Two Million Dollars which is
being deposited by Buyer with the Escrow Agent on the date hereof to secure the
obligations of Buyer to close under this Agreement, such deposit being held by
the Escrow Agent in accordance with the Escrow Agreement.

1.18 "EXCLUDED ASSETS" shall have the meaning set forth in Section
2.2 of this Agreement.

- 4 -
<PAGE> 10
1.19 "FCC CONSENT" means action by the FCC granting its consent to
the assignment of the FCC Licenses to Buyer as contemplated by this Agreement.

1.20 "FCC LICENSES" means all of the licenses, permits and other
authorizations issued by the FCC to Seller in connection with the conduct of
the business or operations of the Station.

1.21 "FINAL ORDER" means a written action or order issued by the
FCC, setting forth the FCC Consent and (a) which has not been reversed, stayed,
enjoined, set aside, annulled or suspended, and (b) with respect to which (i)
no requests have been filed for administrative or judicial review,
reconsideration, appeal or stay, and the time for filing any such requests and
for the FCC to set aside the action on its own motion has expired, or (ii) in
the event of review, reconsideration or appeal, the time for further review,
reconsideration or appeal has expired.

1.22 "INDEMNIFICATION ESCROW AGREEMENT" shall have the meaning set
forth in Section 10.2(c) of this Agreement.

1.23 "INDEMNIFICATION FUND" shall have the meaning set forth in
Section 10.2(c) of this Agreement.

1.24 "INDEMNIFICATION FUND ESCROW AGENT" shall have the meaning set
forth in Section 10.2(c) of this Agreement.

1.25 "JOINT VENTURE AGREEMENT" means the Joint Venture Agreement
between Cox and Loyola University d/b/a WWL-TV, dated as of January 1, 1990 and
modified by the Retransmission Consent Agreement, dated as of September 15,
1993, among Seller, Cox

- 5 -
<PAGE> 11
Cable Jefferson Parish, Inc., Cox Cable New Orleans, Inc., and Cox Cable St.
Charles Parish, Inc.

1.26 "JOINT VENTURE INTEREST" means all of Seller's joint venture
interest in the Channel 15 Partnership.

1.27 "LICENSES" means all of the licenses, permits and other
authorizations, including the FCC Licenses, issued by the FCC, the Federal
Aviation Administration ("FAA"), and any other federal, state or local
governmental authorities to Seller in connection with the conduct of the
business or operations of the Station.

1.28 "MATERIAL CONSENTS" means the Consents provided for in
Sections 6.1 and 6.11 and the Consents identified as Material Consents on
Schedule 3.7 to the extent that Consent is required under the underlying
Assumed Contract or License relating to any such Consent identified in Schedule
3.7.

1.29 "NEW CBS AFFILIATION AGREEMENT" means the network affiliation
agreement to be entered into by Seller pursuant to Section 7.1(g).

1.30 "PARTICIPANT" means William S. Elder, Jr.

1.31 "PERSONAL PROPERTY" means all of the machinery, equipment,
tools, vehicles, furniture, leasehold improvements, office equipment, plant,
inventory, spare parts, and other tangible personal (movable) property which
are owned or leased by Seller and used or useful as of the date hereof in the
conduct of the business or operations of the Station, and such additions

- 6 -
<PAGE> 12
thereto and deletions therefrom arising in the ordinary course of business
between the date hereof and the Closing Date.

1.32 "PRORATIONS CERTIFICATE" shall have the meaning set forth in
Section 2.4(b).

1.33 "PURCHASE PRICE" means the purchase price specified in
Section 2.3.

1.34 "REAL PROPERTY" means all of the fee estates and buildings and
other improvements thereon, leasehold interests, servitudes, easements,
licenses, rights to access, rights-of-way, fixtures, and other real property
(immovable) interests which are used by Seller, or owned by Seller and useful,
as of the date hereof in the business or operations of the Station, and such
additions thereto and deletions therefrom arising in the ordinary course of
business between the date hereof and the Closing Date.

1.35 "SELLER'S SHARE OF CHANNEL 15 ACCOUNTS RECEIVABLE" means
Seller's share of the Channel 15 Accounts Receivable as determined under the
appropriate ownership rights of Seller in cash distributions as calculated
under the Joint Venture Agreement.

1.36 "STATION ACCOUNTS RECEIVABLE" means the rights of Seller to
payment for the sale of advertising time on the Station or for services
rendered by Seller prior to the Effective Time as reflected on the billing
records of Seller relating to the Station.

1.37 "TERMINATION LIABILITY" shall have the meaning set forth in
Section 6.12(f).

- 7 -
<PAGE> 13
1.38 "TRUST" shall have the meaning set forth in Section 6.12(f).

SECTION 2: SALE AND PURCHASE OF ASSETS

2.1 Agreement to Sell and Buy. Subject to the terms and
conditions set forth in this Agreement, Seller hereby agrees to transfer and
deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the
Assets, free and clear of any claims, liabilities, mortgages, liens, pledges,
conditions, charges, or encumbrances of any nature whatsoever (except for those
permitted in accordance with Sections 2.5, 3.5 or 3.6 below), more specifically
described as follows:

(a) The Personal Property;

(b) The Real Property;

(d) The Assumed Contracts;

(e) All trademarks, trade names, service marks and other
similar intangible assets relating to the Station, including those
listed in Schedule 3.8 hereto;

(f) All of the Seller's proprietary information,
technical information and data, machinery and equipment warranties,
maps, computer discs and tapes, plans, diagrams, blueprints, and
schematics, including filings with the FCC relating to the Station;

(g) All books and records relating to the business or
operations of the Station, including executed copies of the Assumed
Contracts, and all records required by the FCC to be kept, subject to
the right of Seller to have such books and records made available to
Seller for three years;

(h) All intangible assets of Seller relating to the
Station not specifically described above;

(i) The Joint Venture Interest;

- 8 -
<PAGE> 14
(j) All goodwill and going concern value of the Station;
and

(k) The Elder Plan.

2.2 Excluded Assets. The Assets shall exclude the following
assets (the "Excluded Assets"):

(a) Seller's cash and cash equivalents on hand as of the
Closing Date and all other cash and cash equivalents in any of
Seller's bank or savings accounts; any and all insurance policies,
letters of credit, or other similar items and any cash surrender value
in regard thereto; any deposits; any stocks, bonds, certificates of
deposit and similar investments; and Seller's notes, accounts and
other claims receivable from any affiliate of Seller;

(b) Any Contracts other than the Assumed Contracts;

(c) Any books and records which Seller is required by law
to retain, subject to the right of Buyer to have access and to copy
for a period of three years from the Closing Date, and books and
records related to internal partnership matters of Seller or its
affiliates and financial relationships with Seller's lenders;

(d) Any choses in action relating to the Station for
periods prior to the Closing Date, including any claims, rights and
interest in and to any refunds of federal, state or local franchise,
income or other taxes or fees for periods prior to the Closing Date;

(e) Any Station Accounts Receivable and Channel 15
Accounts Receivable;

(f) Subject to Section 6.12(e) below, any Employee
Benefit Plans;

(g) Assets consumed or disposed of in the ordinary course
of Seller's business prior to the Closing Date in accordance with
Section 5.1(a)(3); and

(h) All rights of Seller to receive payments from
employees of the Station prior to the Effective Time.

2.3 Purchase Price. The Purchase Price for the Assets shall be
One Hundred and Ten Million Dollars, which amount shall

- 9 -
<PAGE> 15
be adjusted and be paid by Buyer to Seller at Closing, as follows:

(a) If upon Closing the Escrow Deposit is transferred to
Seller such amount shall be credited to the Purchase Price.

(b) The Purchase Price shall be adjusted to reflect any
adjustments or prorations made at Closing as provided in Section 2.4 hereof.

(c) The balance of the Purchase Price, (i) after the
credit (if any) set forth in Subsection (a), (ii) the adjustment set forth in
Subsection (b) and (iii) less the amount of the Indemnification Fund which
shall be transferred by Buyer to the Indemnification Fund Escrow Agent in
accordance with Section 10.2(c) hereof, shall be payable to Seller by wire
transfer of immediately available federal funds to such accounts as are
designated by Seller in written instructions to Buyer.

2.4 Adjustments and Prorations.

(a) Adjustments. On the Closing Date, the Purchase Price
shall be adjusted, i.e., either increased or decreased, by the adjustments
called for under this Section 2.4(a). Final adjustments shall be made after
the Closing Date pursuant to the provisions of Section 2.4(c) hereof.

A. Except as otherwise provided in this Section
2.4, all revenues arising from the Channel 15 Partnership allocable to the
Joint Venture Interest and from the Station, and all expenses arising from the
Channel 15 Partnership allocable to the Joint Venture Interest and from the
Station, including

- 10 -
<PAGE> 16
business and license fees (including any retroactive adjustments thereof),
utility charges, real and personal property taxes and assessments levied
against the Assets or the assets of the Channel 15 Partnership, property and
equipment rentals, applicable copyright or other fees, wages, payroll taxes,
salaries, commissions, accrued and unpaid vacation pay (subject to the
provisions of Section 2.4(a)G below), accrued and unpaid sick pay, time sales
and service charges, taxes (except for taxes arising from the transfer of the
Assets hereunder which shall be paid as set forth in Section 6.4 hereof), trade
and barter transactions (subject to Section 2.4(a)D below) and similar prepaid
and deferred items, shall be recorded as of the Effective Time in accordance
with generally accepted accounting principles and prorated between Buyer and
Seller in accordance with the principle that Seller shall receive all revenues,
and all refunds to Seller and deposits of Seller held by third parties, and
shall be responsible for all expenses, costs and liabilities allocable to the
conduct of the business or operations of the Station or the Channel 15
Partnership for the period prior to the Effective Time, and Buyer shall receive
all revenues and shall be responsible for all expenses, costs and obligations
allocable to the conduct of the business or operations of the Station or the
Channel 15 Partnership after the Effective Time.

B. The Purchase Price shall be further increased by
the CBS Uplink Reimbursement Payments.

- 11 -
<PAGE> 17
C. Subject to the terms of Section 6.12(f), the
Purchase Price shall be increased to the extent that the assets held by the
Trust as of the Closing Date under the Elder Plan exceed the Termination
Liability. Sections 2.4(b) and (c) shall not be applicable to this adjustment
which shall be governed by Section 6.12(f).

D. Notwithstanding the foregoing, no adjustment
shall be made hereunder with respect to any trade and barter agreements that
have expired on or prior to the Closing Date.

E. Notwithstanding the foregoing, there shall be
no adjustment for, and Seller shall remain solely liable with respect to, any
Contracts not included in the Assumed Contracts, or any other obligation or
liability not being assumed by Buyer in accordance with Section 2.5.
Notwithstanding anything contained to the contrary in this Agreement, no
adjustments shall be made hereunder with respect to Station Accounts Receivable
and Channel 15 Accounts Receivable which shall be handled pursuant to Section
6.3 hereof.

F. The Purchase Price shall be reduced by the
amount by which the aggregate compensation projected to be payable by CBS under
the New CBS Affiliation Agreement during the first four (4) years of the term
of the New CBS Affiliation Agreement is less than $6,840,000.

G. (i) To the extent that, as of the Closing
Date, Seller has any obligations for vacation pay accumulated but unused as of
the Effective Time that it has not discharged

- 12 -
<PAGE> 18
pursuant to Section 6.12(b)F on or prior to the Closing Date, then in addition
to any adjustment under Section 2.4(a)A above in respect of such accumulated
and unpaid vacation pay made in accordance with Seller's calculation of accrued
vacation pay, if Buyer's customary method of accrual for such accumulated and
unpaid vacation pay results in a higher accrued liability than Seller's method
of accrual, Buyer also shall be entitled to an adjustment equal to one-half of
the amount of the difference in liability for such accumulated and unpaid
vacation resulting from Buyer's method of accrual from Seller's method of
accrual.

(ii) With respect to the adjustment required by
this Section 2.4(a)G, Seller shall only set forth in the Prorations Certificate
its good faith estimate of the dollar amount of accumulated but unused vacation
pay as of the Effective Time that Seller has not discharged pursuant to Section
6.12(b)F on or prior to the Closing Date, together with any appropriate
information showing the calculation of such amount. Following receipt by Buyer
of the Prorations Certificate and before the Closing Date, Buyer shall provide
Seller with its good faith estimate of the dollar amount of the adjustment
required by this Section 2.4(a)G (the "Vacation Pay Adjustment") together with
any appropriate information showing the calculation of such amount. If Seller
agrees with the Vacation Pay Adjustment or does not object to the Vacation Pay
Adjustment prior to Closing, an adjustment to the Purchase Price shall be made
at Closing pursuant to Section 2.3(b) based on the Vacation Pay Adjustment.

- 13 -
<PAGE> 19
Nothing contained in the preceding sentence shall limit the right of Buyer and
Seller to make post-closing adjustments to the adjustment required by this
Section 2.4(a)G under Section 2.4(c). If Seller objects in good faith to the
Vacation Pay Adjustment prior to the Closing, no adjustment shall be made under
this Section 2.4(a)G at Closing and the adjustment to be made under this
Section 2.4(a)G shall be determined post-closing in accordance with the
procedures set forth in Section 2.4(c).

(b) Prorations Certificate. For the purpose of
determining the prorations and adjustments required pursuant to Section 2.4(a),
Seller shall deliver to Buyer, at least ten (10) days prior to the anticipated
Closing Date, a certificate (the "Prorations Certificate"), to be signed at
Closing by an appropriate official of Seller after due inquiry by such
official, but without any personal liability to such official, which specifies
Seller's good faith estimate of the dollar amount of the prorations and
adjustments under Section 2.4(a) together with appropriate documentation
showing the calculation of such prorations and adjustments. If Buyer objects
in good faith prior to the Closing Date to any proposed adjustment in the
Prorations Certificate, such disputed proposed adjustment shall be deemed
omitted from the Prorations Certificate and shall be determined as part of the
post-closing adjustments pursuant to Section 2.4(c), without any prejudice to
Seller to raise such matters as part of the post- closing adjustments. At
Closing, the Purchase Price payable under Section 2.3 hereof shall be decreased
to the

- 14 -
<PAGE> 20
extent Seller owes Buyer funds or increased to the extent Buyer owes Seller
funds, based upon the amount set forth in the Prorations Certificate,
excluding, however, adjustments deemed omitted from such Prorations Certificate
pursuant to the preceding sentence.

A. Within ninety (90) days after the Closing
Date, Buyer shall deliver to Seller a certificate (the "Closing Certificate")
to be signed by an appropriate official of Buyer after due inquiry by such
official but without any personal liability to such official, setting forth any
proposed changes in adjustments or prorations made at the Closing pursuant to
Section 2.4(a), together with appropriate documentation showing the calculation
of such prorations and adjustments

B. If Seller shall conclude that the Closing
Certificate does not accurately reflect the changes to be made to the
adjustments made as of the Closing pursuant to Section 2.4(a), Seller shall,
within thirty (30) days after its receipt of the Closing Certificate, furnish
Buyer with a written statement setting forth, with appropriate supporting
documentation, any discrepancy or discrepancies believed to exist (the
"Discrepancy Statement"). If Seller notifies Buyer of its acceptance of the
Closing Certificate, or if Seller otherwise fails to deliver a Discrepancy
Statement within the thirty-day period specified in the preceding sentence,
Buyer's determination of the Purchase Price shall be conclusive and binding on
the

- 15 -
<PAGE> 21
parties as of the earlier to occur of (i) the date on which Seller notifies
Buyer of its acceptance of the Closing Certificate or (ii) the last day of such
thirty-day period.

C. Seller and Buyer shall attempt jointly to
resolve the discrepancy within fifteen (15) days after receipt by Seller of the
Discrepancy Statement, which resolution, if achieved, shall be binding upon all
parties to this Agreement and not subject to dispute or review. If Seller and
Buyer cannot resolve the discrepancy to their mutual satisfaction within such
fifteen-day period, Buyer and Seller shall, within the following ten (10) days,
jointly designate a nationally known independent public accounting firm (other
than Deloitte & Touche and Ernst & Young) to be retained to review the Closing
Certificate together with the Discrepancy Statement and any other relevant
documents. The cost of retaining such independent public accounting firm shall
be borne equally by Seller on the one hand and Buyer on the other hand. Such
firm shall report its conclusions in writing to Buyer and Seller and such
conclusions as to adjustments under Section 2.4(a) shall be conclusive and
binding on all parties to this Agreement and not subject to dispute or review.

D. If, as a result of the final determination
adjustments pursuant to this Section 2.4(c), (i) Buyer is determined to owe an
amount to Seller, Buyer shall pay such amount thereof to Seller, in immediately
available funds within five (5) days of the date of such final determinations,
or (ii) Seller is determined to owe an amount to Buyer, Seller shall pay

- 16 -
<PAGE> 22
such excess to Buyer, in immediately available funds, within five (5) days of
the date of such final determination.

2.5 Assumption of Liabilities and Obligations. As of the
Effective Time, Buyer shall assume, pay, discharge and perform (i) all the
obligations and liabilities of Seller under the Licenses and the Assumed
Contracts insofar as they relate to the time period after the Effective Time or
which by the terms thereof are to be performed, observed, paid or discharged
after the Effective Time; (ii) all obligations and liabilities arising out of
events occurring after the Effective Time related to the ownership of the
Assets or the conduct of the business or operations of the Station after the
Effective Time; (iii) all obligations and liabilities of Seller relating to the
Channel 15 Partnership; and (iv) all obligations and liabilities of Seller to
the extent that any adjustment is made or is to be made in Buyer's favor
pursuant to Section 2.4 hereof. All other obligations and liabilities of
Seller, including (i) any obligations under any Contract not included in the
Assumed Contracts, (ii) any obligations under the Assumed Contracts relating to
the time period prior to the Effective Time except to the extent that any
adjustment is made or is to be made with respect thereto in Buyer's favor
pursuant to Section 2.4 hereof, (iii) any claims or pending or threatened
litigation or proceedings against the Station relating to events occurring
prior to the Effective Time regardless of when such claims are asserted or such
litigation or proceedings commenced, and (iv)

- 17 -
<PAGE> 23
any liability or obligation relating to the filing of reports or forms relating
to the Employee Benefit Plans or Compensation Arrangements (as hereinafter
defined), shall remain and be the obligations and liabilities solely of Seller.

2.6 Allocation of Purchase Price.

Buyer, at its option, may have an appraisal of the Assets
conducted, at its expense, that allocates the Purchase Price among the Assets
and Seller shall afford Buyer's appraiser reasonable access to the properties
and records of Seller to permit completion of the appraisal. If Buyer elects
to have an appraisal conducted, as soon as reasonably available, Buyer shall
provide Seller with a draft of such appraisal and proposed allocation before
its completion. Buyer agrees to consult with Seller regarding the allocation
of the Purchase Price among the Assets as set forth in any appraisal prior to
completion of the appraisal. Buyer and Seller shall attempt in good faith to
agree on the appropriate allocation of the Purchase Price among the Assets, but
neither Buyer nor Seller shall be legally obligated to agree upon such
allocation. If Buyer and Seller agree upon such allocation, each party shall
be bound by such allocation and shall file all tax returns (federal, state and
local) in accordance with such allocation. If Buyer and Seller do not agree
upon such an allocation, neither party shall be bound by the other party's
allocation. If Seller requests, Buyer shall afford Seller's representatives
reasonable access after Closing

- 18 -
<PAGE> 24
to the properties and records of the Station for purposes of permitting Seller
to obtain an appraisal of the Assets.

SECTION 3: REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as follows:

3.1 Organization, Standing and Authority. Seller is a general
partnership duly organized and validly existing under the laws of the State of
Louisiana which is the only jurisdiction where the conduct of the business or
operations of the Station requires Seller to qualify to conduct its business as
presently conducted. Seller has all requisite partnership power and authority
(i) to own, lease, and use the Assets as presently owned, leased and used, (ii)
to conduct the business or operations of the Station as presently conducted,
and (iii) to execute and deliver this Agreement and the documents contemplated
hereby, and to perform and comply with all of the terms, covenants and
conditions to be performed and complied with by Seller hereunder and
thereunder. Except for the Channel 15 Partnership, Seller is not a participant
in any joint venture or partnership with any other person or entity with
respect to any part of the Station's operations or the Assets. The capital
contributions to the Channel 15 Partnership are as set forth in the Joint
Venture Agreement and the Channel 15 Partnership has no indebtedness for
borrowed money other than accounts payable

- 19 -
<PAGE> 25
(including accounts payable owed to Seller and Cox) incurred in the ordinary
course of business.

3.2 Authorization and Binding Obligation. The execution,
delivery, and performance of this Agreement by Seller have been duly authorized
by all necessary actions on the part of Seller and its partners. This
Agreement has been duly executed and delivered by Seller and constitutes the
legal, valid, and binding obligation of Seller, enforceable against it in
accordance with its terms except as the enforceability hereof may be affected
by bankruptcy, insolvency, or similar laws affecting creditors' rights
generally, or by court-applied equitable remedies.

3.3 Absence of Conflicting Agreements. Subject to obtaining the
Consents, the execution, delivery and performance of this Agreement and the
documents contemplated hereby (with or without the giving of notice, the lapse
of time, or both): (i) does not require the consent of any third party; (ii)
will not conflict with any provision of the partnership agreement of Seller;
(iii) will not conflict with, result in a breach of, or constitute a default
under, any law, judgment, order, ordinance, decree, rule, regulation or ruling
of any court or governmental instrumentality, which is applicable to Seller;
(iv) will not conflict with, constitute grounds for termination of, result in a
breach of, constitute a default under, or accelerate or permit the acceleration
of any performance required by the terms of, any agreement, instrument, license
or permit to which Seller or the Station is a party or by which Seller or the
Station may be

- 20 -
<PAGE> 26
bound; or (v) will not create any claim, liability, mortgage, lien, pledge,
condition, charge, or encumbrance of any nature whatsoever upon the Assets.

3.4 Licenses. Schedule 3.4 includes a true and complete list of
the Licenses. Seller has delivered to Buyer true and complete copies of the
Licenses (including any and all amendments and other modifications thereto)
listed on Schedule 3.4. To Seller's knowledge, the Licenses listed on Schedule
3.4 were validly issued and Seller is the authorized legal holder thereof. The
FCC Licenses comprise all of the licenses, permits and other authorizations
required from the FCC for the conduct of the business or operations of the
Station in accordance with applicable laws and in the manner and to the extent
they are now conducted. The Licenses listed on Schedule 3.4 (other than the
FCC Licenses) comprise all of the licenses, permits and other authorizations
required from any governmental or regulatory authority (other than the FCC) for
the conduct of the business or operations of the Station in all material
respects in accordance with applicable laws and in the manner and to the extent
that they are now conducted. None of the Licenses listed on Schedule 3.4 is
subject to any restriction or condition which would limit the full operation of
the Station as presently operated. The Licenses listed on Schedule 3.4 are in
full force and effect. The business and operations of the Station are being
conducted in accordance with the FCC Licenses and in all material respects in
accordance with the Licenses listed on Schedule 3.4 (other than

- 21 -
<PAGE> 27
the FCC Licenses). Seller has no reason to believe that the Licenses issued by
the FCC will not be renewed by the FCC in the ordinary course.

3.5 Title to and Condition of Real Property. Schedule 3.5
contains descriptions of all the fee estates and servitudes included in the
Real Property conveyed hereunder. Seller owns no real property other than the
real property described on Schedule 3.5. Seller has good and merchantable fee
simple title to all of the fee estates (including the improvements thereon),
listed in said Schedule free and clear of all liens, mortgages, pledges,
covenants, servitudes, restrictions, encroachments, leases, charges, and other
claims and encumbrances of any nature whatsoever, and without reservation or
exclusion of any mineral, timber, or other rights or interests, except for (i)
liens for real estate taxes and assessments not yet due and payable, (ii)
easements, rights-of- way, servitudes, reservations, exceptions, including
slight variances between title and actual measurements, and restrictions, none
of which materially and adversely affects the use and merchantability of such
property in the business of Seller as now conducted, (iii) materialman's,
mechanic's, repairman's and other similar liens or charges arising in the
ordinary course of business for obligations that are not delinquent or that are
being contested in good faith by appropriate actions of Seller and that will be
discharged at or prior to Closing, (iv) encroachments permitted to remain by
operation of law and/or the passage of time, or both, none of

- 22 -
<PAGE> 28
which materially affects the use or merchantability of the affected Real
Property in the business of Seller as now conducted, and (v) the leases set
forth on Schedule 3.5. All towers, guy anchors, and buildings and other
improvements included in the Assets are located entirely on the Real Property
listed in Schedule 3.5 except for encroachments permitted to remain by
operation of law and/or the passage of time or both, none of which materially
affects the use or merchantability of the affected Real Property in the
business of the Seller as now conducted. Seller has delivered to Buyer true
and complete copies of all deeds, leases, or other instruments pertaining to
the use or occupancy of the Real Property (including any and all amendments and
other modifications of such instruments), all of which instruments are as to
Seller and, to Seller's knowledge as to other parties thereto, valid, binding
and enforceable in accordance with their terms except as the enforceability
thereof may be affected by bankruptcy, insolvency, or similar laws affecting
creditors' rights generally, or by court-applied equitable remedies. Seller is
not in breach, nor to Seller's knowledge is any other party in breach of the
terms of any of such deeds, leases, or other instruments. Except as set forth
on Schedule 3.5, all Real Property (including the improvements thereon) (i) is
in good condition and repair consistent with its present use (ordinary wear and
tear excepted), (ii) is available for immediate use in the conduct of the
business or operations of the Station, and (iii) complies with all applicable
building and

- 23 -
<PAGE> 29
zoning codes, except to the extent that it meets the requirements for
nonconforming or conditional use status or, where required, variances or
waivers or non-conforming use permits have been obtained therefor, and the
other regulations of any governmental authority having jurisdiction, provided
that none of such nonconforming use status, variances, waivers or nonconforming
use permits materially affects the use or merchantability of the affected Real
Property in the business of Seller as now conducted. Seller has full legal and
practical access to the Real Property.

3.6 Title to and Condition of Personal Property. Schedule 3.6
contains descriptions of all material items of the Personal Property which
comprise all material personal property necessary to conduct the business or
operations of the Station as now conducted. Except as described in Schedule
3.6, Seller owns and has good title to all Personal Property. None of the
Personal Property owned by Seller is subject to any security interest,
mortgage, pledge, conditional sales agreement, or other lien or encumbrance,
except for (i) liens for current taxes and assessments not yet due and payable
and (ii) any other claims or encumbrances which are described in Schedule 3.6
and annotated to indicate that such claims or encumbrances shall be removed
prior to or at Closing. Except as shown in Schedule 3.6, each item of material
Personal Property is in good operating condition and repair (ordinary wear and
tear excepted), and is available for immediate use in the business or
operations of the Station. All

- 24 -
<PAGE> 30
material items of transmitting and studio equipment included in the Personal
Property (i) have been maintained in a manner consistent with generally
accepted television industry engineering practices, and (ii) will permit the
Station and any unit auxiliaries thereto to operate in accordance with the
terms of the FCC Licenses and the rules and regulations of the FCC, and in all
material respects with all other applicable federal, state and local statutes,
ordinances, rules and regulations.

3.7 Contracts. Schedule 3.7 contains descriptions of all the
Contracts except for: (i) contracts with advertisers for the sale of time or
talent on the Station for cash, substantially at rate card, and which may be
canceled by the Station without penalty on not more than thirty days notice,
(ii) miscellaneous service contracts terminable at will without penalty and
Employee Benefit Plans or Compensation Arrangements (as defined in Section
3.12) listed on Schedule 3.12, and (iii) other contracts not involving either
aggregate liabilities under all such contracts exceeding Fifty Thousand Dollars
or any material nonmonetary obligation. Notwithstanding the foregoing,
Schedule 3.7 contains a description of all oral or written Contracts with
employees of the Station (other than Employee Benefit Plans or Compensation
Arrangements listed on Schedule 3.12). Seller has delivered to Buyer true and
complete copies of all written Contracts and true and complete memoranda of all
oral Contracts, including all Contracts with employees of the Station,
(including any and all amendments and other modifications to such Contracts),
except for

- 25 -
<PAGE> 31
the Contracts referred to in subclauses (i), (ii) and (iii) in the preceding
sentence and except for trade and barter agreements, with respect to which
Seller has provided Buyer only with schedules setting forth all material
information relating thereto. Other than the Contracts, the Seller requires no
contract or agreement to enable it to carry on its business as presently
conducted. All of the Assumed Contracts are in full force and effect, and with
respect to Seller and to Seller's knowledge other parties to such Assumed
Contracts, are valid, binding and enforceable in accordance with their terms
except as the enforceability thereof may be affected by bankruptcy, insolvency,
or similar laws affecting creditors' rights generally, or by court-applied
equitable remedies. Seller is not in breach, nor to Seller's knowledge is any
other party in breach of the terms of any of such Assumed Contracts. Except as
expressly set forth in Schedule 3.7, Seller is not aware of any intention by
any party to any Assumed Contract (i) to terminate such contract or amend the
terms thereof, (ii) to refuse to renew the same upon expiration of its term, or
(iii) to renew the same upon expiration only on terms and conditions which are
substantially more onerous than those pertaining to such existing contract.
Subject to obtaining the Consents, Seller has full legal power and authority to
assign its rights under the Assumed Contracts to Buyer in accordance with this
Agreement, and such assignment will not affect the validity, enforceability and
continuation of any of the Assumed Contracts provided such

- 26 -
<PAGE> 32
Consents are obtained. Nothing contained in this Section 3.7 shall affect or
modify the obligations of the parties under other provisions of this Agreement
relating to the Consents.

3.8 Trademarks, Trade Names and Copyrights. Schedule 3.8 is a
true and complete list of all copyrights, trademarks, trade names, licenses,
patents, permits, jingles, privileges and other similar intangible property
rights and interests (exclusive of those required to be listed in Schedule 3.4)
applied for, issued to or owned by Seller, or under which Seller is licensed or
franchised, and used or useful in the conduct of the business or operations of
the Station, all of which are valid and in good standing and uncontested except
as set forth on Schedules 3.8 and 3.15. Seller has delivered to Buyer copies
of all documents establishing such rights, licenses, or other authority.
Except as set forth in Schedule 3.15, Seller is not aware that it is infringing
upon or otherwise acting adversely to any trademarks, trade names, copyrights,
patents, patent applications, know-how, methods, or processes owned by any
other person or persons, and there is no claim or action pending, or to the
knowledge of Seller threatened, with respect thereto.

3.9 Financial Statements. Schedule 3.9 contains true and complete
copies of (i) audited financial statements of Seller containing balance sheets,
statements of income, and statements of cash flow as at and for Seller's fiscal
years ended December 31, 1991 and December 31, 1992, and (ii) unaudited balance
sheets and statements of income of Seller as at and for the twelve

- 27 -
<PAGE> 33
months ending December 31, 1993 and two months ending February 28, 1994
(collectively, the "Financial Statements"). The Financial Statements were
prepared in accordance with generally accepted accounting principles
consistently applied and present fairly the operating income and financial
condition of the Station as at their respective dates and the results of
operations for the periods then ended; provided, however, that the unaudited
December 31, 1993 and February 28, 1994 Financial Statements do not include
notes as required by generally accepted accounting principles and do not
reflect the effect of trade and barter transactions, vacation accrual, and
equity income or loss of the Channel 15 Partnership and provided further that
the February 28, 1994 Financial Statements do not include all normal recurring
year-end adjustments. The notes to the audited Financial Statements disclose
all material contingent liabilities in accordance with generally accepted
accounting principles. None of the Financial Statements inflates or
understates in any material respect the revenue or expenses of the Station
because of the provision of services or the bearing of costs or expenses or the
payment of fees by any other person, or for any other reason, other than in the
case of the unaudited December 31, 1993 and February 28, 1994 Financial
Statements, the omission of the effect of trade and barter transactions,
vacation accrual and equity income or loss of the Channel 15 Partnership.

3.10 Insurance. All of the tangible property included in the
Assets is insured against loss or damage in amounts generally

- 28 -
<PAGE> 34
customary in the broadcast industry, as well as the area in which the Assets
are located. Schedule 3.10 comprises a true and complete list of all insurance
policies of Seller (including libel and slander policies) which insure any part
of the Assets. All policies of insurance listed in Schedule 3.10 are in full
force and effect. During the three-year period ending on the date hereof, no
insurance policy of Seller on the Assets or the Station has been canceled by
the insurer and no application of Seller for insurance has been rejected by any
insurer.

3.11 Reports. Except for the Station Ownership Report to be filed
with the FCC for the 1994 year and as otherwise disclosed on Schedule 3.12, all
returns, reports and statements which the Station is currently required to file
with the FCC and all other material returns, reports and statements which the
Station is currently required to file with any other governmental agency have
been filed. All reporting requirements of the FCC have been complied with and
all reporting requirements of other governmental authorities having
jurisdiction thereover have in all material respects been complied with. All
of such reports, returns and statements are complete and correct as filed. The
Station's public inspection file is located at the main studio and is in
compliance with the FCC's rules and regulations.

3.12 Employee Benefit Plans. Schedule 3.12 contains a complete
list of (i) all employees of the Seller, (ii) all "Employee Benefit Plans" as
defined in Section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended

- 29 -
<PAGE> 35
("ERISA"), and all other plans and arrangements which provide compensation to
employees, whether deferred or not, in excess of base pay, including any bonus
or incentive plan, stock rights plan or other fringe benefit plan
("Compensation Arrangements") affecting Seller's employees as of the date of
this Agreement, and (iii) all fixed or contingent liabilities or obligations of
Seller with respect to any person now or formerly employed by Seller other than
routine claims for benefits and other than as set forth on Schedule 3.7.
Seller has furnished Buyer with complete copies of (a) all employee handbooks,
(b) all employee rules and regulations, (c) all applicable plan documents,
trust documents, insurance contracts, and where applicable, summary plan
descriptions of the written Employee Benefit Plans and Compensation
Arrangements listed in Schedule 3.12 which are sponsored by Seller, and (d) all
contracts with employees of the Seller. Seller has furnished Buyer with
descriptions, in writing, of the unwritten Employee Benefit Plans and
Compensation Arrangements listed in Schedule 3.12. Except as set forth on
Schedule 3.12, all Employee Benefit Plans or Compensation Arrangements listed
in Schedule 3.12 which are sponsored by Seller were established and have been
executed, managed and administered without material exception in accordance
with all applicable requirements of the Internal Revenue Code of 1986, as
amended (the "Code"), ERISA and other applicable laws. Seller is not aware of
the existence of any governmental audit or examination of any of its Employee
Benefit Plans or Compensation

- 30 -
<PAGE> 36
Arrangements or of any facts which would lead it to believe that any such audit
or examination is pending or threatened. There exists no action, suit or claim
(other than routine claims for benefits) with respect to any Employee Benefit
Plan or Compensation Arrangement sponsored by Seller pending or, to the
knowledge of Seller, threatened against any of such Employee Benefit Plans or
Compensation Arrangements.

3.13 Labor Relations, OSHA.

(a) Seller is not a party to or subject to any collective
bargaining agreements with respect to the Station except as described in
Schedule 3.7 hereto. Seller has no written or oral contracts of employment
with any employee of the Station, other than (i) oral employment agreements
terminable at will without penalty, or (ii) those listed in Schedule 3.7.
Seller has provided Buyer with true and complete copies of all such written
contracts of employment and true and accurate memoranda of any such oral
contracts. Seller, in the operation of the Station, has complied in all
material respects with all applicable laws, rules and regulations relating to
the employment of labor, including those related to wages, hours, collective
bargaining, occupational safety, discrimination, and the payment of social
security and other payroll related taxes, and it has not received any notice
alleging that it has failed to comply in any material respect with any such
laws, rules or regulations. Seller has complied with the terms of the existing
union agreements; no controversies, union disputes or proceedings are

- 31 -
<PAGE> 37
pending or, to the knowledge of Seller, threatened, between it and employees
(singly or collectively) of the Station. Except as set forth in Schedule 3.7
hereto, no labor union or other collective bargaining representative represents
or, to the best knowledge of Seller, claims to represent any of the employees
of the Station. Except as set forth in Schedule 3.7 hereto, to the knowledge
of Seller, there is no union campaign being conducted to solicit cards from
employees to authorize a union to request a National Labor Relations Board
certification election with respect to any of Seller's employees at the
Station.

(b) Seller is in compliance in all material respects with
the requirements of the Occupational Safety and Health Act and any similar laws
of any state or local jurisdiction ("OSHA"). Seller has not received any OSHA
citations as a result of on-site inspections or employee complaints that have
not been cured or corrected.

3.14 Taxes. Seller has filed or caused to be filed all federal
income tax returns and all other federal, state, county, local or city tax
returns which are required to be filed, and it has paid or caused to be paid
all taxes shown on said returns or on any tax assessment received by it to the
extent that such taxes have become due, or has set aside on its books reserves
(segregated to the extent required by sound accounting practice) deemed by it
to be adequate with respect thereto. To Seller's knowledge, no events have
occurred which could impose on Buyer

- 32 -
<PAGE> 38
any transferee liability for any taxes, penalties, or interest due or to become
due from Seller.

3.15 Claims and Legal Actions. Except as set forth in Schedule
3.15, and except for any investigations and rule-making proceedings generally
affecting the broadcasting industry, there is no claim, legal action,
counterclaim, suit, arbitration, governmental investigation or other legal,
administrative or tax proceeding, nor any order, decree or judgment, in
progress or pending, or to the knowledge of Seller threatened, against or
relating to Seller, the Assets, or the business or operations of the Station,
nor does Seller know or have reason to be aware of any basis for the same. In
particular, except as set forth in Schedule 3.15, but without limiting the
generality of the foregoing, there are no applications, complaints or
proceedings pending or, to the best of its knowledge, threatened (i) before the
FCC relating to the business or operations of the Station other than
applications, complaints or proceedings which affect the television industry
generally, (ii) before any federal or state agency involving charges of illegal
discrimination under any federal or state employment laws or regulations, or
(iii) before any federal, state or local agency involving environmental or
zoning issues under any federal, state or local environmental or zoning laws or
regulations.

3.16 Environmental; Hazardous Materials. There are no claims,
notices, suits, proceedings or investigations pending or, to Seller's
knowledge, threatened, and there are no judgments

- 33 -
<PAGE> 39
against Seller or the Station by or before any governmental authority
concerning environmental compliance. Except as set forth on Schedule 3.16
hereto, no toxic materials, hazardous waste, or hazardous substances, including
any asbestos or asbestos-related products, and any oils, petroleum-derived
compounds or pesticides (hereinafter collectively referred to as the "Hazardous
Materials") have been or are located on or about the Real Property. Further,
to Seller's knowledge, the Real Property has not been previously used for the
storage, manufacture or disposal of Hazardous Materials except as set forth on
Schedule 3.16. Except for item B on Schedule 3.16 which will be corrected
prior to Closing, Seller is in compliance with respect to air emissions, water
discharges, noise emissions, and Hazardous Materials and in all material
respects, with any other environmental laws and regulations affecting the
Assets. No underground storage tank or related equipment ("UST") is located at
the Real Property or, if a UST is present at the Real Property, it has not been
utilized by Seller. No actions are required under applicable environmental
laws in connection with any such UST.

3.17 Compliance with Laws. Seller has complied with (i) the FCC
Licenses and all applicable rules, regulations and policies of the FCC and (ii)
in all material respects, the Licenses (other than the FCC Licenses) and all
applicable federal, state and local laws, rules, regulations and ordinances
(other than those of the FCC). To the best of Seller's knowledge, neither the

- 34 -
<PAGE> 40
ownership or use of its properties nor the conduct of the business or
operations of the Station conflicts in any material way with the rights of any
other person, firm or corporation.

3.18 Conduct of Business in Ordinary Course. Except as set forth
on Schedule 3.18, since December 31, 1993, Seller has conducted the business
and operations of the Station only in the ordinary course and has not:

(a) Made any material increase in compensation payable or
to become payable to any of the employees of Seller or the Station, or
any bonus payment made or promised to any employee of Seller or the
Station, or any material change in personnel policies, employee
benefits or other compensation arrangements affecting the employees of
Seller or the Station other than as required by law or contract;

(b) Made any sale, assignment, lease or other transfer of
any of Seller's properties other than in the normal and usual course
of business with suitable replacements being obtained therefor;

(c) Incurred any obligation or liability (fixed or
contingent) except normal trade or business obligations and
liabilities incurred in the ordinary course of business;

(d) Mortgaged, pledged or subjected to any other lien any
of the Assets, tangible or intangible, otherwise than in the ordinary
course of business;

(e) Cancelled or compromised any claim or liability other
than in the ordinary course of business;

(f) Except as shown on the Financial Statements, waived
or released any rights or value or modified any material agreement,
whether or not in the ordinary course of business; or

(g) Revalued any of the Assets (whether tangible or
intangible) or changed any of its accounting records or practices or
changed its depreciation or amortization policies or rates.

3.19 Cure. For all purposes under this Agreement, the existence or
occurrence of any events or circumstances which

- 35 -
<PAGE> 41
constitute or cause a breach of a representation or warranty of Seller made in
this Agreement (including without limitation in the Schedules attached hereto)
on the date such representation or warranty is made shall not constitute a
breach of such representation or warranty if such event or circumstance is
cured on or prior to the Closing Date.

3.20 Exclusivity of Representations. EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION 3, SELLER
MAKES NO OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AND TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER HEREBY DISCLAIMS ANY SUCH
OTHER OR IMPLIED REPRESENTATIONS OR WARRANTIES.

SECTION 4: REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller as follows:

4.1 Organization, Standing and Authority. Buyer is a corporation
duly organized, validly existing, and in good standing under the laws of the
State of Delaware, and shall be, at Closing, qualified to conduct business in
the State of Louisiana. Buyer has all requisite corporate power and authority
to execute and deliver this Agreement and the documents contemplated hereby,
and to perform and comply with all of the terms, covenants and conditions to be
performed and complied with by Buyer hereunder and thereunder.

- 36 -
<PAGE> 42
4.2 Authorization and Binding Obligation. The execution,
delivery, and performance of this Agreement by Buyer have been duly authorized
by all necessary corporate actions on the part of Buyer. This Agreement has
been duly executed by Buyer and constitutes the legal, valid, and binding
obligation of Buyer, enforceable against Buyer in accordance with its terms
except as the enforceability hereof may be affected by bankruptcy, insolvency,
or similar laws affecting creditors' rights generally, or by court- applied
equitable remedies.

4.3 Absence of Conflicting Agreements. Subject to obtaining the
Consents, the execution, delivery and performance of this Agreement and the
documents contemplated hereby (with or without the giving of notice, the lapse
of time, or both): (i) does not require the consent of any third party; (ii)
will not conflict with the Certificate of Incorporation or Bylaws of Buyer;
(iii) will not conflict with, result in a breach of, or constitute a default
under, any law, judgment, order, injunction, decree, rule, regulation or ruling
of any court or governmental instrumentality, which is applicable to Buyer; or
(iv) will not conflict with, constitute grounds for termination of, result in a
breach of, constitute a default under, or accelerate or permit the acceleration
of any performance required by the terms of, any agreement, instrument,
licenses, or permit to which Buyer is a party or by which Buyer may be bound,
such that Buyer could not acquire or operate the Assets.

- 37 -
<PAGE> 43
4.4 Consents. No consent, approval, authorization, or order of
any court, agency, or any other person is required in order to permit Buyer to
consummate the transactions contemplated by this Agreement, except as
contemplated in Sections 6.1 and 6.11.

4.5 Litigation. There is no pending or, to the knowledge of
Buyer, threatened litigation in any court or any proceeding before any agency
in which it is sought to restrain, prohibit, invalidate, or obtain damages in
respect of the consummation of the purchase and sale of the Assets or the other
transactions contemplated hereby.

4.6 Qualifications. Buyer is legally, financially and otherwise
qualified to be the licensee of, acquire, own and operate the Station under the
Communications Act and the rules, regulations and policies of the FCC. Buyer
knows of no fact that would, under existing law, and the existing rules,
regulations, policies and procedures of the FCC, (a) disqualify Buyer as an
assignee of the FCC Licenses or as the owner and operator of the Station or (b)
cause the FCC to fail to approve in a timely fashion the application for the
FCC Consent.

SECTION 5: COVENANTS OF SELLER

5.1 Pre-Closing Covenants. Except as contemplated by this
Agreement or with the prior written consent of Buyer, between the date hereof
and the Closing Date, Seller shall operate the

- 38 -
<PAGE> 44
Station in the ordinary course of business in accordance with its past
practices (except where such would conflict with the following covenants or
with Seller's other obligations hereunder), and abide by the following negative
and affirmative covenants:

(a) Negative Covenants. Seller shall not do any of the
following:

(1) Compensation. Increase the compensation,
bonuses or other benefits payable or to be payable to any person
employed in connection with the conduct of the business or operations
of the Station, except (i) in accordance with past practices or as
required by any employment agreement and (ii) Seller may at its option
buy out the accrued and unpaid sick pay and vacation pay of employees
of the Station;

(2) Contracts. Enter into any trade or barter
contracts whereby the Station would be obligated to provide broadcast
time for other than cash (except as may be in accordance with past
practices or as specifically set forth in Schedule 5.1(a)(2) hereto);
modify or amend any of the Assumed Contracts (except as contemplated
in connection with buying out accrued and unpaid sick pay and vacation
pay); enter into any new Contracts except in the ordinary course of
business, or incur any material non-monetary obligations;

(3) Disposition of Assets. Sell, assign, lease,
or otherwise transfer or dispose of any of the Assets, except for
assets consumed or disposed of in the ordinary course of business,
where no longer used or useful in the business or operations of the
Station or in connection with the acquisition of replacement property
of equivalent kind and value;

(4) Encumbrances. Create, assume or permit to
exist any claim, liability, mortgage, lien, pledge, condition, charge,
or encumbrance of any nature whatsoever upon the Assets, except for
(i) those in existence on the date of this Agreement, disclosed in
Schedules 3.5 and 3.6, and permitted by Section 2.5, 3.5 or 3.6, and
(ii) mechanics' liens and other similar liens which will be removed
prior to the Closing Date;

(5) Programming. Make any material changes in the
broadcast hours or in the percentages of types of

- 39 -
<PAGE> 45
programming broadcast by the Station, or make any other material
changes in the Station's programming policies, except such changes as
in the good faith judgment of the Seller are required by the public
interest;

(6) Licenses. Do any act or fail to do any act
which might result in the expiration, revocation, suspension or
modification of any of the Licenses, or fail to prosecute with due
diligence any applications to any governmental authority in connection
with the operation of the Station;

(7) Rights. Waive any material right relating to
the Station or the Assets; or

(8) No Inconsistent Action. Take any action
which is inconsistent with its obligations hereunder or which could
hinder or delay the consummation of the transaction contemplated by
this Agreement.

(b) Affirmative Covenants. Seller shall do the following:

(1) Access to Information. Allow Buyer and its
authorized representatives reasonable access at Buyer's expense during
normal business hours to the Assets and to all other properties,
equipment, books, records, Contracts and documents relating to the
Station for the purpose of audit and inspection, and furnish or cause
to be furnished to Buyer or its authorized representatives all
information with respect to the affairs and business of the Station as
Buyer may reasonably request, it being understood that the rights of
Buyer hereunder shall not be exercised in such a manner as to
interfere with the operations of the business of Seller; provided that
neither the furnishing of such information to Buyer or its
representatives nor any investigation made heretofore or hereafter by
Buyer shall affect Buyer's right to rely on any representation or
warranty made by Seller in this Agreement, each of which shall survive
any furnishing of information or any investigation;

(2) Maintenance of Assets. Maintain all of the
Assets or replacements thereof and improvements thereon in good
condition (ordinary wear and tear excepted), and use, operate and
maintain all of the above assets in a reasonable manner, with
inventories of spare parts and expendable supplies being maintained at
levels consistent with past practices;

(3) Insurance. Maintain the existing insurance
policies on the Station and the Assets and if available,

- 40 -
<PAGE> 46
obtain an endorsement to the comprehensive general liability insurance
policy of Seller to extend for a period of at least twelve (12) months
after Closing Seller's insurance coverage thereunder to cover any
claim relating to events occurring prior to the Effective Time which
is asserted following the Effective Time;

(4) Consents. Subject to the provisions of
Section 6.6, use Best Efforts to obtain the Consents;

(5) Preservation of Business. Use its Best
Efforts to preserve the business and audience of the Station and its
present relationships with suppliers, customers and others having
business relations with it;

(6) Books and Records. Maintain its books and
records in accordance with past practices;

(7) Notification. Promptly notify Buyer in
writing of any unusual or material developments with respect to the
business or operations of the Station, and of any material change in
any of the information contained in Seller's representations and
warranties contained in Section 3 hereof or in the schedules hereto,
provided that such notification shall not relieve Seller of any
obligations hereunder;

(8) Personnel Recommendations. Promptly notify
Buyer as personnel vacancies occur at the Station and consider for
employment all personnel recommended by Buyer for such vacant
positions;

(9) Film Licensing Contracts. Consistent with
the needs of the Station, maintain film usage schedules and
amortization schedules consistent with past practice, and make all
payments under film licensing contracts as required by the terms
thereof;

(10) Trade and Barter Agreements. Provide prior to
the Closing Date the advertising time due under any trade and barter
agreements listed in Schedule 3.7 in accordance with past practices;

(11) Financial Information. Provide Buyer with
audited financial statements for the fiscal year ended December 31,
1993 no later than April 15, 1994. Additionally, furnish to Buyer
within fifteen days after the end of each month ending between the
date hereof and the Closing Date a statement of income and expense for
the month just ended and such other financial information (including
information on payables and receivables) as Buyer may reasonably
request and which is prepared in the ordinary

- 41 -
<PAGE> 47
course of business, all of which financial information shall comply
with the standards contained in the representations and warranties set
forth in Section 3.9 hereof;

(12) Contracts. Prior to the Closing Date,
deliver to Buyer a list of all Contracts entered into between the date
hereof and the Closing Date of the type required to be listed in
Schedule 3.7, together with copies of such Contracts; and

(13) Compliance with Laws. Comply with all rules
and regulations of the FCC and in all material respects with all other
laws, rules and regulations to which Seller, the Station and the
Assets are subject.

(c) Notwithstanding anything to the contrary in this
Agreement, Seller shall have the right prior to the Closing to cause the
Channel 15 Partnership to make payments to Seller and Cox in order to pay
Seller and Cox any and all amounts owed by the Channel 15 Partnership to Seller
and Cox, subject to the Channel 15 Partnership retaining sufficient funds to
acquire microwave equipment to be used in the business of the Joint Venture.
Seller and Cox have agreed that the Channel 15 Partnership will purchase such
microwave equipment, provided that nothing herein shall require the Channel 15
Partnership to actually purchase such microwave equipment prior to Closing.
Buyer hereby expressly acknowledges that any such payments will not constitute
a breach of this Agreement. Other than with respect to the microwave equipment
which shall be governed by the first two sentences of this subsection, the
Channel 15 Partnership or its partners shall not be required prior to Closing
to make any capital expenditures until Seller and Cox have received payments
from the Channel 15 Partnership in an amount sufficient to reimburse Seller and
Cox

- 42 -
<PAGE> 48
for any and all amounts owed them by the Channel 15 Partnership. Except with
respect to the retention of funds for the purchase of the microwave equipment,
Buyer further acknowledges that following such payments, there can be no
assurance that the Channel 15 Partnership will have enough funds to make any
such capital expenditures or will obtain Cox's consent to make any such capital
expenditures.

5.2 Post-Closing Covenants. After the Closing, Seller will take
such actions, and execute and deliver to Buyer such further deeds, bills of
sale, or other transfer documents as, in the reasonable opinion of counsel for
Buyer, may be necessary to ensure, complete and evidence the full and effective
transfer of the Assets to Buyer pursuant to this Agreement.

SECTION 6: SPECIAL COVENANTS AND AGREEMENTS

6.1 FCC Consent. The assignment of the FCC Licenses as
contemplated by this Agreement is subject to the prior consent and approval of
the FCC.

(a) Within five (5) business days after the execution of
this Agreement, Buyer and Seller shall file with the FCC an appropriate
application for the FCC Consent. The parties shall prosecute said application
with all reasonable diligence and otherwise use their Best Efforts to obtain
the grant of such application as expeditiously as practicable. If the FCC
Consent imposes any condition on any party hereto (or related

- 43 -
<PAGE> 49
shareholders or partners), such party shall use its Best Efforts to comply with
such condition unless compliance would be unduly burdensome or would have a
material adverse effect upon it. If reconsideration or judicial review is
sought with respect to the FCC Consent, Buyer and Seller shall oppose such
efforts for reconsideration or judicial review (but nothing herein shall be
construed to limit any party's right to terminate this Agreement pursuant to
Section 9 of this Agreement). If the Closing shall not have occurred for any
reason within the original effective period of the FCC Consent, the parties
shall jointly request an extension of the effective period of the FCC Consent
(but nothing herein shall be construed to limit any party's right to terminate
this Agreement pursuant to Section 9 of this Agreement).

(b) The transfer of the Assets hereunder is expressly
conditioned upon (i) the grant of the FCC Consent without any materially
adverse conditions on Buyer or Seller, (ii) compliance by the parties hereto
with the conditions (if any) imposed in the FCC Consent, and (iii) the FCC
Consent, through the passage of time or otherwise, becoming a Final Order,
provided, though, that the condition that the FCC Consent shall have become a
Final Order may be waived by Buyer, in its sole discretion.

6.2 Control of the Station. Prior to Closing Buyer shall not,
directly or indirectly, control, supervise, direct, or attempt to control,
supervise or direct, the operations of the Station; such operations, including
complete control and supervision of all of the Station's programs, employees,
and

- 44 -
<PAGE> 50
policies, shall be the sole responsibility of Seller until the Closing
hereunder.

6.3 Accounts Receivable.

(a) At the Closing, Seller shall assign to Buyer, for
purposes of collection only, all Accounts Receivable. Seller shall deliver to
Buyer on or as soon as practicable after the Closing Date a complete and
detailed statement showing the name, amount and age of each Account Receivable.
Buyer shall use its Best Efforts to collect the Station Accounts Receivable for
a period of 120 days after the Closing Date (the "Station Collection Period")
and Buyer shall use its Best Efforts to collect the Seller's Share of Channel
15 Accounts Receivable for a period of 180 days after the Closing Date (the
"Channel 15 Collection Period" and together with the Station Collection Period,
the "Collection Period").

(b) During the Collection Period, Buyer shall remit to
Seller on a monthly basis any Accounts Receivable collected by Buyer pursuant
to this Section. For purposes of the preceding sentence, any Channel 15
Accounts Receivable shall be deemed to have been collected by Buyer at the time
such Channel 15 Accounts Receivable is remitted to the Channel 15 Partnership
regardless of whether all or any portion of such Channel 15 Accounts Receivable
has been distributed to Buyer. If during the Station Collection Period Buyer
receives monies from an account debtor which is, after the Closing, advertising
on the Station or otherwise doing business with Buyer, and that account debtor
is

- 45 -
<PAGE> 51
included among the Station Accounts Receivable, Buyer shall credit said sums in
accordance with the remittance instructions or advice from the account debtor
if the account debtor specifically identifies the invoice being paid or if
during the Channel 15 Collection Period Buyer receives monies from an account
debtor which is, after the Closing, advertising on the Channel 15 Partnership
or otherwise doing business with the Channel 15 Partnership and that account
debtor is included among the Channel 15 Accounts Receivable, Buyer shall credit
said sums in accordance with the remittance instructions or advice from the
account debtor if the account debtor specifically identifies the invoice being
paid. Otherwise, said sums shall be applied to the oldest outstanding balance
due from the debtor. If an account debtor disputes its obligation for an
Account Receivable or Buyer otherwise determines an Account Receivable to be
uncollectible, Buyer shall notify Seller and on Seller's written request, Buyer
shall promptly return all records relating to such disputed account to Seller
and shall have no further obligation with respect to the collection thereof.

(c) Buyer shall not be obligated to use any extraordinary
efforts to collect any of the Accounts Receivable assigned to it for collection
hereunder or to refer any of such Accounts Receivable to a collection agency or
to an attorney for collection, and Buyer shall not make any such referral or
compromise, nor settle or adjust the amount of any such Account Receivable,
except with the approval of Seller. Buyer shall

- 46 -
<PAGE> 52
incur no liability to Seller for any uncollected account unless Buyer shall
have engaged in willful misconduct or gross negligence in the collection of
such account. So long as these accounts are in Buyer's possession, neither
Seller nor its agents shall make any direct solicitation of them for collection
purposes. For the purpose of the preceding sentence, employees of Buyer which
were formerly employees of Seller shall not be deemed agents of Seller.

(d) On or before the fifteenth day after the end of the
Station Collection Period, Buyer shall furnish Seller with (i) a list, with
payment to Seller of any remaining unremitted amounts, of the amounts collected
during the Station Collection Period with respect to the Station Accounts
Receivable, and (ii) a list of all Station Accounts Receivable which then
remain uncollected, together with all files concerning the collection or
attempts to collect such Station Accounts Receivable. On or before the
fifteenth day after the end of the Station Collection Period, Buyer shall
assign to Seller any uncollected Station Accounts Receivable; thereafter Buyer
shall have no further obligation hereunder with respect to Station Accounts
Receivable except that Buyer shall immediately pay over to Seller any amounts
subsequently paid to Buyer and determined in accordance with the foregoing
procedures, to be a payment of any such reassigned Station Account Receivable.
On or before the fifteenth day after the end of the Channel 15 Collection
Period, Buyer shall furnish Seller with a list, with payment to Seller of

- 47 -
<PAGE> 53
any remaining unremitted amounts, of the amounts collected during the Channel
15 Collection Period with respect to the Channel 15 Accounts Receivable. At
the end of the Channel 15 Collection Period, Buyer shall not reassign any
Channel 15 Accounts Receivable to Seller and shall have no further obligation
hereunder with respect to any uncollected Channel 15 Accounts Receivable.

6.4 Taxes, Fees and Expenses. Seller shall pay all sales, use,
transfer, purchase, and recordation and documentary taxes and fees, if any,
arising out of the transfer of the Assets pursuant to this Agreement. Buyer
shall pay the cost of title insurance policies on and surveys of any fee
interests included in the Real Property conveyed to Buyer to the extent Buyer
choses to obtain title insurance and/or surveys. All filing fees required by
the FCC shall be paid by Seller. Except as otherwise provided in this
Agreement, each party shall pay its own expenses incurred in connection with
the authorization, preparation, execution, and performance of this Agreement,
including all fees and expenses of counsel, accountants, agents, and other
representatives.

6.5 Brokers. Each of Buyer and Seller shall indemnify and hold
each other harmless against any fees, commissions, losses, liability or
expenses (including reasonable attorney's fees) incurred by such party as a
result of any person or entity acting on behalf of the other party as a broker
or finder in connection with the transactions contemplated by this Agreement.

- 48 -
<PAGE> 54
6.6 Consents.

(a) Seller shall use its Best Efforts to obtain prior to
the Closing Date the Consents; provided that if notwithstanding its Best
Efforts Seller is unable to obtain such Consents, Seller shall not be liable to
Buyer for any breach of covenant hereof. Nothing herein shall require the
expenditure or payment of any monies (other than in respect of normal and usual
filing fees and the fees of Seller's professional advisors) or the giving of
any other consideration by Seller in order to obtain any Consent. Buyer agrees
to cooperate fully with Seller in obtaining any Consents. Buyer agrees to
accept and honor the results of negotiations with licensing authorities or
contracting parties from whom Consents are required so long as any Consent
resulting from such negotiations does not materially increase the obligations
of Buyer under the applicable Assumed Contract or License to which such Consent
relates; except with respect to employment agreements for which a Material
Consent is required and Contracts and Licenses for which no Material Consent is
required which shall be governed by the following sentence. Buyer shall only
be required to accept and honor the results of negotiations which relate to any
employment agreement under which a Material Consent is required or any
Contracts or Licenses for which no Material Consent is required if such
negotiations do not result in any change of the terms of such agreement. Buyer
shall promptly furnish Seller with copies of such documents and information
with respect to Buyer and any of its affiliated or

- 49 -
<PAGE> 55
related companies, as Seller may reasonably request in connection with the
obtaining of any Consent. Consent shall be deemed to have been obtained by
Seller if the applicable licensing authority or contracting party has provided
Seller on or prior to the Closing with an unexecuted form of its Consent and
has indicated its willingness to grant its Consent upon execution of such form
by Buyer and Seller and/or upon consummation of the Closing.

(b) Seller shall have obtained on or prior to the Closing
Date an extension of the non-competition clause in J. Michael Early's
employment agreement with the Station to a two-year term following the
termination of his employment with the Station and J. Michael Early shall be
bound by such non-competition clause upon the termination of his employment
with the Station for any reason whatsoever other than a termination without
cause.

(c) Seller shall use its Best Efforts to amend the
syndication agreement, dated November 11, 1993 between Seller and MCA
Television Limited relating to Northern Exposure so that the Station can show
Northern Exposure between 12:00 a.m. and 3:00 a.m.

6.7 Confidentiality. Except as necessary for the consummation of
the transaction contemplated hereby, including Buyer's obtaining financing
related hereto, or as required by law or in connection with proceedings
relating to the Closing, Buyer and Seller will keep confidential any
information which is

- 50 -
<PAGE> 56
obtained from the other party in connection with the transaction contemplated
hereby and which is not readily available to members of the general public;
provided that nothing herein shall prevent Seller from furnishing information
relating to this transaction to the partners of Rampart Broadcasting Limited
Partnership. In the event this Agreement is terminated and the purchase and
sale contemplated hereby abandoned, each of Buyer and Seller will return to the
other party all documents, work papers and other written material obtained by
it in connection with the transaction contemplated hereby. The obligation of
confidentiality in this Section 6 will survive the termination of this
Agreement pursuant to Section 9.

6.8 Cooperation. Buyer and Seller shall cooperate fully with each
other and their respective counsel and accountants in connection with any
actions required to be taken as part of their respective obligations under this
Agreement, and Buyer and Seller shall execute such other documents as may be
necessary and desirable to the implementation and consummation of this
Agreement, and otherwise use their Best Efforts to consummate the transaction
contemplated hereby and to fulfill their obligations hereunder.

6.9 Public Announcement. Prior to the Closing Date, neither Buyer
nor Seller shall, without the approval of the other, make any press release or
other public announcement concerning the transactions contemplated by this
Agreement, except as and to the extent that such party shall be so obligated

- 51 -
<PAGE> 57
by law, in which case such party shall give advance notice to the other and the
parties shall use their Best Efforts to cause a mutually agreeable release or
announcement to be issued.

6.10 Risk of Loss.

(a) The risk of any loss, damage or impairment,
confiscation or condemnation of any of the Assets from any cause whatsoever
shall be borne by Seller at all times prior to the completion of the Closing.
In the event of any loss, damage or impairment, confiscation or condemnation of
any of the Assets material to the business or operation of the Station prior to
the completion of the Closing, Seller shall expend such funds and take such
other actions as are necessary to repair, replace or restore such Assets to
their prior condition as soon as possible after such loss, impairment,
condemnation or confiscation.

(b) If any damage or destruction of the Assets or any
other event occurs which prevents signal transmission by the Station in the
normal and usual manner and Seller cannot restore or replace the Assets so that
such conditions are cured and normal and usual transmission is resumed before
the Closing Date, the Closing Date shall be postponed, for a period of up to
sixty days, to permit the repair or replacement of the damage or loss.

(c) In the event of any damage or destruction of the
Assets described in Section 6.10(b), if such Assets have not been restored or
replaced and the Station's normal and usual transmission resumed with the sixty
day period specified above, Buyer may terminate this Agreement forthwith
without any further

- 52 -
<PAGE> 58
obligation hereunder by written notice to Seller. Alternatively, Buyer may, at
its option, proceed to close this Agreement and complete the restoration and
replacement of such damaged Assets after the Closing Date, in which event
Seller shall deliver to Buyer all insurance proceeds received in connection
with such damage or destruction of the Assets without limitation as to the
costs and expenses arising in connection with such restoration and replacement
and thereafter, Seller shall have no further obligation to Buyer with respect
to such damaged Assets.

(d) Notwithstanding any of the foregoing, Buyer may
terminate this Agreement forthwith without any further obligation hereunder by
written notice to Seller if any event occurs which prevents signal transmission
by the Station in the normal and usual manner for a period of fourteen or more
days after the date hereof.

6.11 Antitrust Laws Compliance. As soon as practicable after the
execution hereof, Buyer and Seller will each make filings as required under
Title II of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended. Each party will cooperate with the other in accomplishing such
filings and will keep the other party apprised of the status of any inquiries
made of such party by the Federal Trade Commission, the Antitrust Division of
the U.S. Department of Justice, or any other governmental agency with respect
to this Agreement or the transaction contemplated hereby. The transfer of the
Assets hereunder is expressly conditioned upon the waiting period

- 53 -
<PAGE> 59
relating to any such filings having duly expired or been duly terminated by the
appropriate government agencies without the commencement of any action by any
such agencies to restrain or postpone the transaction contemplated hereby.

6.12 Employee Matters.

(a) Transferred Employees. Buyer and Seller agree that
effective on the Closing Date, all persons who immediately prior to the Closing
Date are:

A. active employees of Seller; or

B. inactive employees of Seller on temporary
leave due to jury duty, vacation, short term disability, sick leave,
worker's compensation, bereavement leave, family or medical leave or
military leave;

shall become employees of Buyer (collectively, the "Transferred Employees").
Seller has provided to Buyer a list (attached as Schedule 6.12A), as of the
date hereof (and will revise it as of the Closing Date), of all of Seller's
employees who will become Transferred Employees, their respective salaries,
accrued and unpaid vacation time and accumulated sick time, and their
respective first date of employment with Seller or Loyola University, the prior
owner of the Station, which dates shall be used for determining credit for past
service under Buyer's Employee Benefit Plans and Compensation Arrangements
pursuant to this Agreement (other than for vesting and benefit accrual purposes
under the G. B. Dealey Retirement Pension Plan). Seller shall indemnify and
hold Buyer harmless from and against all claims, losses, damages, expenses,
obligations and liabilities (including court costs and reasonable attorneys'
fees) arising

- 54 -
<PAGE> 60
from any claim made against Buyer by any of Seller's inactive employees who do
not become Transferred Employees on the Closing Date if such claim arises from
any act or omission of the Seller.

(b) Benefits for Transferred Employees.

A. As of the Closing Date, Buyer shall provide
the Transferred Employees with Employee Benefit Plans and Compensation
Arrangements which are substantially similar to those provided to such
employees by Seller on the date hereof. Buyer reserves the right to modify or
terminate Buyer's Employee Benefit Plans or Compensation Arrangements from time
to time after the Closing Date.
B. The Transferred Employees shall receive
credit for past service with Seller for purposes of eligibility under Buyer's
Employee Benefit Plans and Compensation Arrangements (to the extent such
service was credited under Seller's Employee Benefit Plans and Compensation
Arrangements). The Transferred Employees shall not, as a result of the
substitution of Buyer's Employee Benefit Plans for Seller's Employee Benefit
Plans, be subject to any waiting periods or limitations on benefits for
pre-existing conditions. Buyer's Employee Benefit Plans shall also recognize
any expenses paid by Transferred Employees or their covered dependents which
were applied to meet deductibles and out-of-pocket limits under Seller's
Employee Benefit Plans for 1994 as if such expenses had been paid while covered
under Buyer's Employee Benefit Plans for purposes of deductibles and
out-of-pocket limits for 1994.

- 55 -
<PAGE> 61
C. Except as provided in paragraphs D, E and F
hereof, Seller shall remain liable for and continue to pay all hospital,
medical, life insurance, disability, worker's compensation and other welfare
plan (as defined in Section 3(1) of ERISA) expenses and benefits with respect
to claims incurred prior to the Closing Date in respect of Transferred
Employees or their covered dependents. Buyer shall be liable for all expenses
and benefits with respect to claims incurred on or after the Closing Date in
respect of any Transferred Employees or their covered dependents in accordance
with the terms of the applicable welfare plan maintained for Transferred
Employees by Buyer. For purposes of the foregoing, a claim is deemed to be
incurred when the medical or dental services giving rise to such claims are
performed, or, with respect to welfare plan benefits other than medical or
dental benefits, when the event giving rise to such claims occurs.

D. Buyer shall provide continuation health
coverage under Buyer's health plans for former employees of Seller and/or their
beneficiaries and dependents who as of the Closing Date have elected or are
eligible to elect, pursuant to Section 4980B of the Code or Section 601 et seq.
of ERISA ("COBRA") to continue coverage under Seller's group health plan (the
"Health Plan"). Buyer's obligation to provide such continuation health
benefits shall be limited in all respects as required by COBRA, including the
duration of the coverage and the cost to the individual of the coverage.
Seller has provided to

- 56 -
<PAGE> 62
Buyer a list (attached as Schedule 6.12B of all such persons whom Seller is
aware are entitled to COBRA benefits as of the date hereof.

E. Buyer shall provide the Seller's retired
former employees and their respective dependents who are receiving coverage
under the Seller's Health Plan and life insurance plan (the "Retiree Benefits")
in the status of a retiree continued Retiree Benefits coverage on the same
terms as such benefits are currently provided. Consistent with past practice
retirees can be charged the same health insurance premium as charged to COBRA
beneficiaries (excluding the administrative fee). Also consistent with past
practice, retirees can be charged the full life insurance premium applicable to
their life insurance coverage, as stated in the life insurance policy that
presently insures retirees or as stated in any successor policy. Seller has
provided to Buyer a list (attached as Schedule 6.12C of all persons whom Seller
is aware are entitled to Retiree Benefits as of the date hereof.

F. Seller shall use its Best Efforts to
discharge its liability as of the Effective Time to the Transferred Employees
for accumulated but unused sick leave and vacation pay by paying an equivalent
amount of wages as compensation to such Transferred Employees on or prior to
the Closing Date, in accordance with Seller's past practice for terminated
employees, in an amount equal to the pro rata share of such Transferred
Employees' accumulated but unused annual sick

- 57 -
<PAGE> 63
leave and vacation pay, as of the Effective Time. Seller shall have the right
to amend or modify any agreement or contract relating to the employment of the
Station's employees reasonably necessary for Seller to comply with the
preceding sentence so long as such amendment or modification does not adversely
affect Buyer. Buyer assumes Seller's liability to pay to the Transferred
Employees any accumulated but unused sick leave and vacation pay for which the
Transferred Employees have not been paid, as of the Closing Date, and Buyer
shall indemnify and hold Seller and its partners harmless from and against any
claim or liability that may arise as a result of any failure by Seller to pay
any such sick leave or vacation pay upon the termination of the Transferred
Employees' employment with Seller as of the Effective Time. Without limiting
the parties' rights regarding other assumed liabilities, the Purchase Price
shall be adjusted under Section 2.4(a)A to reflect Buyer's assumption of any
accumulated but unpaid sick leave or vacation pay that Seller is not able to
discharge on or prior to the Effective Time.

(c) 401(k) Plan. Each Transferred Employee shall
participate in the A. H. Belo Employee Savings and Investment Plan ("Buyer's
401(k) Plan") on substantially the same terms and conditions as such employees
participate in Seller's 401(k) plan on the date hereof, except that the minimum
elective deferral contribution shall be 2% and the maximum elective deferral
contribution shall be limited to 15% of a Transferred Employee's base salary.
Buyer agrees to instruct the trustee of Buyer's

- 58 -
<PAGE> 64
401(k) Plan to accept a direct rollover of amounts distributed to the
Transferred Employees upon termination of the 401(k) plan sponsored by Seller.

(d) Pension Plan Benefit. For purposes of benefit
accrual and vesting under the G. B. Dealey Retirement Pension Plan, Buyer shall
credit each Transferred Employee with service commencing on the Closing Date
without credit for past service with Seller or Loyola University.

(e) Temporary Extension. Notwithstanding the foregoing,
for administrative convenience Buyer reserves the right by giving written
notice to Seller within sixty (60) days hereof to extend Seller's existing
Employee Benefit Plans pending the phase-in of Transferred Employees to the
Buyer's Employee Benefit Plans. In such case, Buyer shall be responsible for
the costs of Seller's Employee Benefit Plans from the Closing Date.

(f) Deferred Compensation. Buyer shall assume Seller's
obligations under the Elder Plan. Buyer shall adopt a trust agreement for the
benefit of the Participant which shall be similar in all material respects to
the Trust under the Elder Plan (the "Trust") except for changes related to the
identity of a new plan sponsor. Seller shall use its Best Efforts to obtain
the Participant's consent to terminate the Trust and transfer all of the assets
thereof to the successor trust established by Buyer pursuant to this paragraph.
As of the Closing Date, the assets of the Trust shall be sufficient to pay the
benefits due under the Elder Plan if the Participant were to retire on the last
day

- 59 -
<PAGE> 65
of the calendar month immediately preceding the Closing Date based on the
actuarial assumptions set forth in the Elder Plan (the "Termination
Liability"). At least ten (10) days prior to the anticipated Closing Date,
Seller shall deliver to Buyer a certificate (the "Elder Plan Certificate")
setting forth Seller's good faith estimate of the amount of the assets that
will be in the Trust as of the Closing Date and the amount of the Termination
Liability, together with any information reasonably necessary for Buyer to
verify the amounts set forth in the Elder Plan Certificate. If Buyer objects
prior to the Closing Date to the information in the Elder Plan Certificate, the
sufficiency of the assets in the Trust shall be determined post-closing in the
manner set forth in Section 2.4(c) and no adjustments shall be made at Closing
to the Purchase Price pursuant to Section 2.4(a)C. If Buyer does not object to
the estimate in the Elder Plan Certificate or notifies Seller that it agrees
with such estimate prior to the Closing Date, then (i) (x) if the assets in the
Trust as of the Closing Date exceed the Termination Liability, an adjustment to
the Purchase Price shall be made under Section 2.4(a)C or (y) if the assets in
the Trust as of the Closing Date are less than the Termination Liability,
Seller shall contribute to the Trust on the Closing Date such shortfall and
(ii) following the Closing, Buyer and Seller shall follow the procedures set
forth in Section 2.4(c) with respect to making a final determination of the
estimate set forth in the Elder Plan Certificate. If pursuant to the
procedures of Section 2.4(c)

- 60 -
<PAGE> 66
there is a determination that (i) the assets in the Trust as of the Closing
Date exceeded the Termination Liability, Buyer shall pay such excess to Seller
as an increase in the Purchase Price within the time period required by Section
2.4(c) or (ii) the assets in the Trust as of the Closing Date were less than
the Termination Liability, Seller shall contribute such shortfall to the Trust
within the time period required by Section 2.4(c) with respect to a Purchase
Price adjustment. The obligation of Seller to pay any amount under this
Section 6.12(f) shall be independent of Section 10 and shall not be subject to
any limitation on indemnification set forth therein.

6.13 Toys for Tots, Inc. Seller and Buyer acknowledge that J.
Michael Early, Carol A. St. Martin and Debra A. Barnewold, who are employees
of Seller and who are anticipated to be Transferred Employees, serve as voting
members, directors, officers and in other capacities of Toys for Tots, Inc., a
Louisiana non-profit corporation. It is anticipated that following the Closing
such persons will continue to serve in such capacities, and will devote such
time to these services as may be necessary to properly perform these duties;
provided, however, that in no event shall such duties interfere with such
persons' normal service as employees of Buyer. Neither Seller nor Buyer shall
have any interest in Toys for Tots, Inc. or its assets.

- 61 -
<PAGE> 67
SECTION 7: CONDITIONS TO OBLIGATIONS OF BUYER AND SELLER

7.1 Conditions to Obligations of Buyer. All obligations of Buyer
at the Closing hereunder are subject to the fulfillment prior to or at the
Closing Date of each of the following conditions, any one or more of which may
be waived in writing by Buyer:

(a) Representations and Warranties. All representations
and warranties of Seller in this Agreement shall be true and complete in all
material respects at and as of the Closing Date, except for changes permitted
by this Agreement, as though such representations and warranties were made at
and as of such time.

(b) Covenants and Conditions. Seller shall have in all
material respects performed and complied with all covenants, agreements, and
conditions required by this Agreement to be performed or complied with by it
prior to or on the Closing Date.

(c) Material Consents. Subject to Section 6.6, each of
the Material Consents shall have been duly obtained and delivered to Buyer.

(d) Licenses. Seller shall be the holder of the FCC
Licenses, and there shall not have been any modification of any of such FCC
Licenses. No proceeding shall be pending the effect of which would be to
revoke, cancel, fail to renew, suspend or modify adversely any of the FCC
Licenses.

- 62 -
<PAGE> 68
(e) Deliveries. Seller shall have made or stand willing
and able to make all the deliveries to Buyer set forth in Section 8.2.

(f) Adverse Change. From January 1, 1994 to the Closing
Date, there shall have been no material adverse change in the operating cash
flow (compared to the operating cash flow for the comparable period set forth
in the Budget attached hereto as Schedule 7.1(f), considering such period from
January 1, 1994 to the Closing Date as a whole), operations or material
syndicated programming of Seller, other than changes arising from general
economic conditions or matters affecting the television broadcasting industry
generally. The operating cash flow line of Seller for the period between
January 1, 1994 and the Closing Date shall be calculated consistently with the
operating cash flow set forth in the Budget. Notwithstanding anything to the
contrary herein, the operating cash flow for the period between January 1, 1994
and the Closing Date shall not include transaction related expenses, including
attorneys' fees, brokerage fees and the like, incurred by Seller in connection
with the transaction contemplated by this Agreement.

(g) CBS Affiliation Agreement. The Network Affiliation
Agreement of the Station with CBS shall (i) have been renewed on substantially
the same terms and conditions as set forth in the current Network Affiliation
Agreement (other than with respect to financial terms which shall be subject to
the purchase price adjustment provisions of Section 2.4(a)F above)

- 63 -
<PAGE> 69
for a period of four years commencing on the date of renewal and (ii) have the
same network program clearance pattern.

(h) Superdome. The Lease between Seller and Facility
Management of Louisiana, dated August 1, 1984 relating to the lease of
broadcast facilities at the Superdome shall have been extended for a period of
five years commencing on the date of extension on substantially the same terms
and conditions as set forth in the original lease.

(i) New Orleans Saints. Seller shall have obtained an
offer from the New Orleans Saints to broadcast the New Orleans Saints
pre-season games and shall have provided Buyer with the form of an agreement
containing such offer.

7.2 Conditions to Obligations of Seller. All obligations of
Seller at the Closing hereunder are subject to the fulfillment prior to or at
the Closing Date of each of the following conditions, any one or more of which
may be waived in writing by Seller:

(a) Representations and Warranties. All representations
and warranties of Buyer contained in this Agreement shall be true and complete
in all material respects at and as of the Closing Date, except for changes
permitted by this Agreement, as though such representations and warranties were
made at and as of such time.

(b) Covenants and Conditions. Buyer shall have in all
material respects performed and complied with all covenants,

- 64 -
<PAGE> 70
agreements, and conditions required by this Agreement to be performed or
complied with by it prior to or on the Closing Date.

(d) Deliveries. Buyer shall have made or stand willing
and able to make all the deliveries set forth in Section 8.3.

SECTION 8: CLOSING AND CLOSING DELIVERIES

8.1 Closing.

(a) Subject to the satisfaction or, to the extent
permissible by law, waiver (by the party for whose benefit the closing
condition is imposed) on the date scheduled for Closing of the closing
conditions described in Section 7 hereof, the parties hereto shall be obligated
to consummate the transactions contemplated hereby at the Closing of this
Agreement. Subject to the remaining provisions of this Section 8.1, the Closing
shall take place on a date (the "Closing Date") chosen by Buyer not less than
five (5) nor more than ten (10) days following the date on which the FCC
Consent has become a Final Order (and, if Buyer does not choose a date, the
Closing Date shall be on the date ten (10) days following the date on which the
FCC Consent has become a Final Order). If Buyer has waived the condition
precedent of a Final Order pursuant to Section 6.1, the Closing shall take
place on the date specified by Buyer to Seller in connection with such waiver
which shall be on not less than five (5) nor more than ten (10) days written
notice following the later of the effective

- 65 -
<PAGE> 71
date of the FCC Consent or the waiver by Buyer of such condition precedent. If
any date otherwise scheduled for Closing is a Saturday, Sunday or federal
holiday, the Closing shall take place on the next business day thereafter or on
such other date as may be set by mutual agreement of Buyer and Seller. Closing
shall be held at the offices of Jones, Walker, Waechter, Poitevent, Carrere &
Denegre at Place St. Charles, 201 St. Charles Avenue, New Orleans, Louisiana
70170 or such other place as shall be mutually agreed upon by Buyer and Seller.

(b) Notwithstanding the foregoing, if on the date
otherwise scheduled for Closing pursuant to Section 8.1(a) the conditions
precedents set forth in either Section 7.1(c) or 7.2(c) hereof have not been
satisfied, the party for whose benefit such conditions have been imposed may
elect to postpone the Closing, and the Closing shall thereafter take place on a
date specified by written notice from such party, which date shall be not less
than five (5) days nor more than ten (10) days after the satisfaction or waiver
of such conditions precedent.

(c) Nothing contained in this Section 8.1 shall limit
either party's right to terminate this Agreement under Section 9.1.

8.2 Deliveries by Seller. Prior to or on the Closing Date, Seller
shall deliver to Buyer the following, in form and substance reasonably
satisfactory to Buyer and its counsel:

(a) Transfer Documents. Duly executed warranty bills of
sale, acts of sale, motor vehicle titles, assignments and other
transfer documents (i) which shall be sufficient to vest good and
merchantable title to the Assets in the name

- 66 -
<PAGE> 72
of Buyer or its permitted assignees, free and clear of any claims,
liabilities, mortgages, liens, pledges, conditions, charges, or
encumbrances of any nature whatsoever (except for those permitted in
accordance with Section 2.5, 3.5 or 3.6 hereof) and (ii) which shall
contain terms consistent with the representations, warranties and
covenants contained herein, including, without limitation, the
limitations on indemnification in Section 10 hereof and shall in no
way expand or limit the rights and obligations of any party hereunder;

(b) Material Consents. Subject to Section 6.6, the
original of each Material Consent;

(c) Officer's Certificate. A certificate, dated as of
the Closing Date, executed by the President or Vice President of the
general partner of the managing general partner of Seller, certifying:
(i) that the representations and warranties of Seller contained in
this Agreement are true and complete in all material respects as of
the Closing Date, except for changes contemplated by this Agreement,
as though made on and as of that date; and (ii) that Seller has, in
all material respects, performed all of its obligations and complied
with all of its covenants set forth in this Agreement to be performed
and complied with prior to or on the Closing Date;

(d) General Partner's Certificate. A certificate, dated
as of the Closing Date, executed by the general partner of Seller's
managing general partner (i) certifying that the consummation of the
transaction contemplated by this Agreement was duly authorized and
approved by Seller's partners and that such approval and authorization
remains in full force and effect; and (ii) providing, as an attachment
thereto, a Certificate of Good Standing certified by an appropriate
Delaware state official as of a date not more than fifteen days before
the Closing Date with respect to Seller's managing general partner;

(e) Licenses, Contracts, Business Records, Etc. Copies
of all Licenses, Assumed Contracts, blueprints, schematics, working
drawings, plans, projections, statistics, engineering records, and all
files and records used by Seller in connection with the operations of
the Station;

(f) Opinions of Counsel. Opinions of Seller's counsel
and communications counsel dated as of the Closing Date, substantially
in the form of Schedule 8.2(f) hereto; and

- 67 -
<PAGE> 73
(g) Other Deliveries. Any other deliveries required to
be made by Seller prior to or on the Closing Date pursuant to this
Agreement.

8.3 Deliveries by Buyer. Prior to or on the Closing Date, Buyer
shall deliver to Seller the following, in form and substance reasonably
satisfactory to Seller and its counsel:

(a) Purchase Price. The Purchase Price as provided in
Section 2.3;

(b) Assumption Agreements. Duly executed assumption
agreements pursuant to which Buyer shall assume and undertake to
perform the obligations set forth in Section 2.5;

(c) Officer's Certificate. A certificate, dated as of
the Closing Date, executed by the President or Vice President of
Buyer, certifying (i) that the representations and warranties of Buyer
contained in this Agreement are true and complete in all material
respects as of the Closing Date, except for changes contemplated by
this Agreement, as though made on and as of that date, and (ii) that
Buyer has, in all material respects, performed all of its obligations
and complied with all of its covenants set forth in this Agreement to
be performed or complied with on or prior to the Closing Date;

(d) Secretary's Certificate. A certificate, dated as of
the Closing Date, executed by Buyer's Secretary: (i) certifying that
the resolutions, as attached to such certificate, were duly adopted by
Buyer's Board of Directors, authorizing and approving the execution of
this Agreement and the consummation of the transaction contemplated
hereby and that such resolutions remain in full force and effect; and
(ii) providing, as attachments thereto, Buyer's Certificate of
Incorporation and a Certificate of Good Standing certified by an
appropriate Delaware state official, and a Certificate of
Qualification as a foreign corporation certified by an appropriate
Louisiana state official, all certified by such state officials as of
a date not more than fifteen days before the Closing Date and by
Buyer's secretary as of the Closing Date, and a copy of Buyer's Bylaws
as in effect on the date hereof, certified by Buyer's secretary as of
the Closing Date;

(e) Opinion of Counsel. An opinion of Buyer's counsel
dated as of the Closing Date, substantially in the form of Schedule
8.3(e) hereto; and

- 68 -
<PAGE> 74
(f) Other Deliveries. Any other deliveries required to
be made by Buyer prior to or on the Closing Date pursuant to this
Agreement.

SECTION 9: RIGHTS OF BUYER AND SELLER ON TERMINATION OR BREACH

9.1 Termination Rights. This Agreement may be terminated with
prior written notice by either Buyer or Seller, as the terminating party, to
the other party, as follows:

(a) by Seller, if Seller is not in breach of any material
provision of this Agreement if all of the conditions in Section 7.2
have not been satisfied or waived by the date scheduled for the
Closing pursuant to Section 8.1 (as such date may be postponed
pursuant to Section 8.1 or 9.1(d));

(b) by Buyer, if Buyer is not in breach of any material
provision of this Agreement if all of the conditions in Section 7.1
have not been satisfied or waived by the date scheduled for the
Closing pursuant to Section 8.1 (as such date may be postponed
pursuant to Section 8.1 or 9.1(d));

(c) by either party, if there shall be in effect on the
Closing Date any judgment, decree or order that would prevent or make
unlawful the Closing of this Agreement;

(d) by either party, if the terminating party is not then
in breach of any material provision of this Agreement and the Closing
shall not have occurred on or before December 31, 1994 (the "Upset
Date"); provided that

A. if by the Upset Date, the FCC Consent has not
been obtained such Upset Date shall be extended to March 31, 1995;

B. if the FCC Consent becomes a Final Order
during the period which is ten (10) days prior to the Upset Date, the Upset
Date shall be extended for a period of ten (10) days after the Final Order is
obtained; and

C. if the FCC Consent has been obtained but has
not become a Final Order by the Upset Date, the Upset Date shall be extended
until ten (10) days after the FCC Consent becomes a Final Order.

- 69 -
<PAGE> 75
Upon termination: (i) if neither party hereto is in breach of any material
provision of this Agreement, the parties hereto shall not have any further
liability to each other; (ii) if Seller shall be in breach of any material
provision of this Agreement, Buyer shall have the rights and remedies available
to it as provided hereunder or at law or equity, including monetary damages
and/or the remedy of specific performance; or (iii) if Buyer shall be in breach
of any material provision of this Agreement, Seller shall have the rights and
remedies available to it as provided hereunder or at law or equity, including
monetary damages and/or the remedy of specific performance; provided that
Seller shall first present its claims to the Escrow Agent in accordance with
the terms of the Escrow Agreement for payment from the Escrow Deposit. Buyer
and Seller acknowledge that if Seller's claims exceed the amount of the Escrow
Deposit together with any earnings thereon, Buyer and its successors and
assigns shall remain liable for any such excesses. If, upon termination, Buyer
shall not be in breach of any material provision of this Agreement, the Escrow
Deposit, plus all interest or other proceeds from the investment thereof, less
any compensation due the Escrow Agent, shall be paid to Buyer. Notwithstanding
anything to the contrary in this Agreement, no partner, shareholder, director,
officer, employee, agent or affiliate of Buyer, Seller or any partner of Seller
shall have any personal liability as a result of the termination of this
Agreement under this Section 9.1

- 70 -
<PAGE> 76

SECTION 10: SURVIVAL OF REPRESENTATIONS AND WARRANTIES, AND
INDEMNIFICATION

10.1 Representations and Warranties. All representations,
warranties and covenants contained in this Agreement shall be deemed continuing
representations, warranties and covenants, and shall survive the Closing Date,
until the first anniversary of the Closing Date. Any investigations by or on
behalf of any party hereto shall not constitute a waiver as to enforcement of
any representation, warranty or covenant contained herein.

10.2 Indemnification by Seller.

(a) Notwithstanding the Closing, and regardless of any
investigation made at any time by or on behalf of Buyer or any information
Buyer may have, Seller shall indemnify and hold Buyer harmless against and with
respect to, and shall reimburse Buyer for:

A. Any and all losses, liabilities or damages
resulting from any untrue representation, breach of warranty or
nonfulfillment of any covenant by Seller contained herein or in any
certificate, document or instrument delivered to Buyer hereunder;

B. Any and all obligations of Seller not assumed
by Buyer pursuant to the terms hereof;

C. Any and all losses, liabilities or damages
resulting from Seller's operation or ownership of the Station prior to
the Effective Time, including any and all liabilities arising under
the Licenses or the Assumed Contracts which relate to events occurring
prior to the Effective Time, except to the extent an adjustment is
made or is to be made with respect thereto in Buyer's favor pursuant
to Section 2.4 hereof; and

D. Any and all actions, suits, proceedings,
claims, demands, assessments, judgments, costs and expenses,

- 71 -
<PAGE> 77
including reasonable legal fees and expenses, incident to any of the
foregoing or incurred in investigating or attempting to avoid the same
or to oppose the imposition thereof, or in enforcing this indemnity.

(b) Notwithstanding the above, (i) Seller shall have no
indemnification obligations under this Agreement unless Buyer has given Seller
written notice of such claims within one year after the Closing Date, and (ii)
indemnification shall only be made for claims of Buyer which exceed Two Hundred
Fifty Thousand Dollars in the aggregate and indemnification shall only be made
to the extent of such excess over Two Hundred Fifty Thousand Dollars.

(c) In no event shall Seller's aggregate obligation to
indemnify Buyer pursuant to this Agreement exceed $2,000,000. To provide a
fund for Seller's potential obligations hereunder, Buyer shall pay at Closing
$2,000,000 (the "Indemnification Fund") of the Purchase Price to First National
Bank of Commerce as escrow agent (the "Indemnification Fund Escrow Agent").
The Indemnification Fund shall constitute the sole recourse of Buyer to Seller
for indemnification under this Agreement. The Indemnification Fund shall be
held and disposed of in accordance with the terms of the Indemnification Fund
Agreement among Buyer, Seller and the Indemnification Fund Escrow Agent (the
"Indemnification Escrow Agreement") which is being executed concurrently
herewith and which is attached hereto as Schedule 10.2. It is understood and
agreed that at the end of the first nine (9) months following the Closing Date,
Buyer's right to indemnity under this Agreement shall be reduced to an amount

- 72 -
<PAGE> 78
which is the larger of (i) $1,000,000 or (ii) the amount of any claims for
indemnity by Buyer pending against the Indemnification Fund as of such date and
the Indemnification Fund shall be reduced accordingly. It is further
understood and agreed that at the end of the first twelve (12) months following
the Closing Date, Buyer's right to indemnity under this Agreement shall
terminate with respect to any new claims that may be brought by Buyer after
such date and the Indemnification Fund Escrow Agent shall disburse to Seller
the amount by which the Indemnification Fund exceeds the amount of any claims
for indemnity by Buyer pending against the Indemnification Fund as of such
date, all in accordance with the terms of the Indemnification Escrow Agreement.

10.3 Indemnification by Buyer. Notwithstanding the Closing, and
regardless of any investigation made at any time by or on behalf of Seller or
any information Seller may have, Buyer shall indemnify and hold Seller harmless
against and with respect to, and shall reimburse Seller for:

(a) Any and all losses, liabilities or damages resulting
from any untrue representation, breach of warranty or nonfulfillment
of any covenant by Buyer contained herein or in any certificate,
document or instrument delivered to Seller hereunder;

(b) Any and all losses, liabilities or damages resulting
from Buyer's operation or ownership of the Station on and after the
Closing Date, including any and all liabilities arising under the
Licenses or the Assumed Contracts which relate to events occurring
after the Closing Date and any other liabilities assumed by Buyer
pursuant to Section 2.5; and

- 73 -
<PAGE> 79
including reasonable legal fees and expenses, incident to any of the
foregoing or incurred in investigating or attempting to avoid the same
or to oppose the imposition thereof, or in enforcing this indemnity.

10.4 Procedure for Indemnification. The procedure for
indemnification shall be as follows:

(a) The party claiming indemnification (the "Claimant")
shall promptly give notice to the party from whom indemnification is claimed
(the "Indemnifying Party") of any claim, whether between the parties or brought
by a third party, specifying (i) the factual basis for such claim, and (ii) the
amount of the claim. If the claim relates to an action, suit or proceeding
filed by a third party against Claimant, such notice shall be given by Claimant
within five days after written notice of such action, suit or proceeding was
given to Claimant.

(b) Following receipt of notice from the Claimant of a
claim, the Indemnifying Party shall have thirty days to make such investigation
of the claim as the Indemnifying Party deems necessary or desirable. For the
purposes of such investigation, the Claimant agrees to make available to the
Indemnifying Party and/or its authorized representative(s) the information
relied upon by the Claimant to substantiate the claim. If the Claimant and the
Indemnifying Party agree at or prior to the expiration of said thirty day
period (or any mutually agreed upon extension thereof) to the validity and
amount of such claim, the Indemnifying Party shall immediately pay to the
Claimant the full amount of the claim. If the Claimant and the Indemnifying
Party do not agree within said period (or any mutually agreed upon

- 74 -
<PAGE> 80
extension thereof), the Claimant may seek appropriate legal remedy.

(c) With respect to any claim by a third party as to
which the Claimant is entitled to indemnification hereunder, the Indemnifying
Party shall have the right at its own expense, to participate in or assume
control of the defense of such claim, and the Claimant shall cooperate fully
with the Indemnifying Party, subject to reimbursement for actual out-of-pocket
expenses incurred by the Claimant as the result of a request by the
Indemnifying Party. If the Indemnifying Party elects to assume control of the
defense of any third-party claim, the Claimant shall have the right to
participate in the defense of such claim at its own expense. If the
Indemnifying Party does not elect to assume control or otherwise participate in
the defense of any third party claim, it shall be bound by the results obtained
by the Claimant with respect to such claim. The Indemnifying Party shall have
the right to settle any third party claim without the consent of the Claimant
so long as the settlement fully releases the Claimant from any and all
liability with respect to such claim and the settlement does not impose any
continuing obligation or liability on the Claimant.

(d) If a claim, whether between the parties or by a third
party, requires immediate action, the parties will make every effort to reach a
decision with respect thereto as expeditiously as possible.

- 75 -
<PAGE> 81
(e) The indemnification rights provided in Sections 10.2
and 10.3 shall extend to the shareholders, directors, officers, employees,
partners, and representatives of the Claimant although for the purpose of the
procedures set forth in this Section 10.4, any indemnification claims by such
parties shall be made by and through the Claimant.

10.5 No Recourse. Notwithstanding anything to the contrary in this
Agreement, no partner, shareholder, director, officer, employee, agent or
affiliate of Buyer, Seller or any partner of Seller shall have any personal
liability for any claim for indemnification hereunder or otherwise under this
Agreement.

10.6 Exclusivity of Remedies. The remedies provided to Seller and
Buyer by the post-closing indemnification provisions of this Section 10 shall
be the exclusive remedies to which the respective parties are entitled after
the Closing for any breach of or noncompliance with the provisions of this
Agreement or any instrument or document delivered in connection herewith or for
any other claim whatsoever relating to this Agreement and the transactions
contemplated hereby.

10.7 Seller's Representative. Buyer understands and agrees that
Seller may be liquidated following the Closing. As a result, Seller shall have
the right upon its liquidation to designate any person or entity to act as the
sole representative of Seller and its partners following the Closing with
respect to all indemnification matters that may arise under this Section 10.
Seller shall give written notice to Buyer of the appointment of

- 76 -
<PAGE> 82
such designee and Buyer shall be conclusively entitled to rely on the authority
of such designee to act on behalf of Seller and its partners with respect to
all indemnification matters that may arise under this Section 10.

SECTION 11: MISCELLANEOUS

11.1 Notices. All notices, demands, and requests required or
permitted to be given under the provisions of this Agreement shall be (i) in
writing, (ii) delivered by personal delivery, telecopier or sent by commercial
delivery service or registered or certified mail, return receipt requested,
(iii) deemed to have been given on the date of personal delivery or the date
set forth in the records of the delivery service or on the return receipt, and
(iv) addressed as follows:

If to Seller: J. Michael Early
President and General Manager
Television Station WWL-TV
1024 N. Rampart St.
New Orleans, Louisiana 70116-2487
Telephone: (504) 529-4444
Telecopier: (504) 592-1949

Barry Lewis
Sandler & Associates
767 Fifth Avenue
45th Floor
New York, New York 10153
Telephone: (212) 754-8100
Telecopier (212) 826-0280

- 77 -
<PAGE> 83
with a copy W. Philip Clinton, Esquire
(which shall Jones, Walker, Waechter, Poitevent,
not constitute Carrere & Denegre
notice) to: Place St. Charles
201 St. Charles Avenue
New Orleans, Louisiana 70170
Telephone: (504) 582-8274
Telecopier: (504) 582-8012

John T. Byrnes, Jr., Esq.
Dow, Lohnes & Albertson
1255 23rd Street, N.W.
Suite 500
Washington, D.C. 20037
Telephone: (202) 857-2518
Telecopier: (202) 857-2900

If to Buyer: Mr. Ward L. Huey, Jr.
Vice Chairman of the Board
President, Broadcast Division
A. H. Belo Corporation
400 South Record Street, 17th Floor
Dallas, Texas 75202
Telephone: (214) 977-8267
Telecopier: (214) 977-8209

with a copy Michael J. McCarthy, Esquire
(which shall Senior Vice President, Secretary and
not constitute General Counsel
notice) to: A. H. Belo Corporation
400 South Record Street, 17th Floor
Dallas, Texas 75202
Telephone: (214) 977-8249
Telecopier: (214) 977-8209

or to any such other or additional persons and addresses as the parties may
from time to time designate in a writing delivered in accordance with this
Section 11.1.

11.2 Benefit and Binding Effect. Neither party hereto may assign
this Agreement without the prior written consent of the other party hereto,
except that Buyer may assign its rights and obligations under this Agreement to
an entity eligible to file a consolidated federal income tax return with Buyer
(but such

- 78 -
<PAGE> 84
assignment shall not relieve Buyer of its obligations hereunder); provided that
such assignment shall not be permitted if Seller reasonably determines that
such assignment would delay, hinder or otherwise jeopardize the obtainment of
Material Consents. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.

11.3 Governing Law. This Agreement shall be governed, construed,
and enforced in accordance with the laws of the State of Louisiana without
reference to the conflicts of laws provisions thereof.

11.4 Headings. The headings herein are included for ease of
reference only and shall not control or affect the meaning or construction of
the provisions of this Agreement.

11.5 Gender and Number. Words used herein, regardless of the
gender and number specifically used, shall be deemed and construed to include
any other gender, masculine, feminine or neuter, and any other number, singular
or plural, as the context requires.

11.6 Entire Agreement. This Agreement, all schedules hereto, and
all documents and certificates to be delivered by the parties pursuant hereto
collectively represent the entire understanding and agreement between Buyer and
Seller with respect to the subject matter hereof. All schedules attached to
this Agreement shall be deemed part of this Agreement and incorporated herein,
where applicable, as if fully set forth herein. Each of

- 79 -
<PAGE> 85
Buyer and Seller acknowledges that it has not made any, and makes no promises,
representations, warranties, covenants or undertakings, other than those
expressly set forth or referred to herein. This Agreement supersedes all
information previously furnished to Buyer and all prior agreements and
understandings between the parties with respect to the transactions
contemplated by this Agreement, including, without limitation, any information
furnished by Ted Hepburn. This Agreement cannot be amended, supplemented or
modified except by an agreement in writing which makes specific reference to
this Agreement or an agreement delivered pursuant hereto, as the case may be,
and which is signed by Buyer and Seller.

11.7 Waiver of Compliance; Consents. Except as otherwise provided
in this Agreement, any failure of any of the parties to comply with any
obligation, representation, warranty, covenant, agreement or condition herein
may be waived by the party entitled to the benefits thereof only by a written
instrument signed by the party granting such waiver, but such waiver or failure
to insist upon strict compliance with such obligation, representation,
warranty, covenant, agreement or condition shall not operate as a waiver of, or
estoppel with respect to, any subsequent or other failure. Whenever this
Agreement requires or permits consent by or on behalf of any party hereto, such
consent shall be given in writing in a manner consistent with the requirements
for a waiver of compliance as set forth in this Section 11.7.

- 80 -
<PAGE> 86
11.8 Severability. If any provision of this Agreement or the
application thereof to any person or circumstance shall be invalid or
unenforceable to any extent, the remainder of this Agreement and the
application of such provision to other persons or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by law
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon
such determination that any term or other provision is invalid or
unenforceable, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in an acceptable manner to the end that the transactions contemplated
hereby are fulfilled to the greatest extent possible.

11.9 Counterparts. This Agreement may be signed in any number of
counterparts with the same effect as if the signature on each such counterpart
were upon the same instrument.

- 81 -
<PAGE> 87
IN WITNESS WHEREOF, this Agreement has been executed by Buyer and
Seller as of the date first above written.

SELLER:

RAMPART OPERATING PARTNERSHIP

By: Rampart Broadcasting
Limited Partnership

By: Rampart Broadcasting
Company, its General
Partner

By: /s/ J. MICHAEL EARLY
Name: J. Michael Early
Title: President

By: 61 Rampart Corporation

By: /s/ LEON MEYERS
Name: Leon Meyers
Title: Vice President

By: SMG Rampart Corporation

By: /s/ BARRY LEWIS
Name: Barry Lewis
Title: Vice President

BUYER:

A. H. BELO CORPORATION

By: /s/ ROBERT W. DECHERD
Robert W. Decherd
Chairman of the Board,
President and
Chief Executive Officer

<PAGE> 1

EXHIBIT 20
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to sec.240.14a-11(c) or sec.240.14a-12

A.H. Belo Corporation
(Name of Registrant as Specified in Its Charter)

A.H. Belo Corporation
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

(1) Title of each class of securities to which transaction applies:

- - --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:

- - --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1

- - --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:

- - --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.

(1) Amount previously paid:

- - --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:

- - --------------------------------------------------------------------------------
(3) Filing party:

- - --------------------------------------------------------------------------------
(4) Date filed:

- - --------------------------------------------------------------------------------

- - ---------------
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE> 2

[PASTE UP LOGO]

COMMUNICATIONS CENTER
400 SOUTH RECORD STREET
DALLAS, TEXAS 75202

------------------------

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 4, 1994

------------------------

To the Shareholders of
A. H. BELO CORPORATION

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of A. H.
Belo Corporation (the "Company"), a Delaware corporation, will be held in the
Pullman Room, Union Station, 400 South Houston Street, Dallas, Texas, on
Wednesday, May 4, 1994, at 10:00 a.m., Dallas, Texas time, for the following
purposes:

1. To elect five Class II directors to hold office for a term of three
years or until their respective successors are elected and qualified; and

2. To transact such other business as properly may come before the
meeting or any adjournment thereof.

The close of business on March 18, 1994 has been fixed by the Board of
Directors as the record date for the Annual Meeting. Only shareholders of record
on that date will be entitled to notice of and to vote at the Annual Meeting or
any adjournment thereof, notwithstanding transfer of any stock on the books of
the Company after such record date. The stock transfer books will not be closed.

A Proxy Statement, form of Proxy, and copy of the Annual Report on the
Company's operations during the fiscal year ended December 31, 1993 accompany
this notice.

It is important that your shares be represented at the Annual Meeting. If
you do not expect to attend in person, please sign and date the form of Proxy
and return it in the enclosed envelope. The form of Proxy is enclosed in the
sleeve attached to the front of the mailing envelope in which this Proxy
Statement is contained. Shareholders who attend the Annual Meeting may revoke
their proxies and vote in person if they desire.

By Order of the Board of Directors

MICHAEL J. McCARTHY
Secretary

March 31, 1994
<PAGE> 3

[PASTE UP LOGO]

COMMUNICATIONS CENTER
400 SOUTH RECORD STREET
DALLAS, TEXAS 75202

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 4, 1994

SOLICITATION OF PROXIES

This Proxy Statement is furnished to shareholders of A. H. Belo
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors to be voted at the Annual
Meeting of Shareholders of the Company to be held in the Pullman Room, Union
Station, 400 South Houston Street, Dallas, Texas, on Wednesday, May 4, 1994, at
10:00 a.m., Dallas, Texas time, or at any adjournment thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting of Shareholders.
References herein to the "Company" include its subsidiaries, unless the context
otherwise requires.

This Proxy Statement and form of Proxy are being mailed to shareholders on
or about March 31, 1994. If the enclosed form of Proxy is executed and returned,
it may nevertheless be revoked by the shareholder at any time by filing with the
Secretary of the Company a written revocation or a duly executed proxy bearing a
later date. A shareholder who attends the meeting in person may revoke his or
her proxy at that time and vote in person if so desired. All proxies duly
signed, dated, and returned will be voted as specified therein, but unless
otherwise specified, will be deemed to grant authority to vote:

(1) FOR the election of the five nominees listed under "Election of
Directors" as nominees of the Company for election as Class II directors,
each to serve a three-year term; and

(2) At the discretion of the persons named in the enclosed form of
Proxy, on any other matter that properly may come before the meeting or any
adjournment thereof.

The enclosed Proxy is solicited by and on behalf of the Board of Directors
of the Company. The Company is unaware of any additional matters not set forth
in the Notice of Annual Meeting of Shareholders that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the Annual Meeting and presented for a vote of the shareholders (see
"Shareholder Proposals" herein), the persons named in the Proxy will vote in
accordance with their best judgment upon such matters, unless otherwise
restricted by law.

The cost of solicitation of proxies will be borne by the Company. The
Company has engaged Morrow & Co., Inc. to solicit proxies from beneficial owners
of shares standing in the name of brokers and other nominees. The Company has
agreed to pay Morrow & Co., Inc. a fee of $5,000 and the amount of its expenses
for such service. In addition to the use of the mails, proxies may also be
solicited by personal interview, facsimile transmission, and telephone by
directors, officers, employees, and agents of the Company. The Company will also
supply brokers, nominees, or other custodians with the numbers of Proxy forms,
Proxy Statements, and Annual Reports they may require for forwarding to
beneficial owners, and the Company will reimburse such persons for their expense
in so doing.
<PAGE> 4

OUTSTANDING CAPITAL STOCK AND STOCK OWNERSHIP OF
DIRECTORS, CERTAIN EXECUTIVE OFFICERS
AND PRINCIPAL SHAREHOLDERS

The record date for the determination of the shareholders entitled to
notice of and to vote at the Annual Meeting has been established by the Board of
Directors as the close of business on March 18, 1994. As of the record date, the
Company had issued and outstanding and entitled to vote at the Annual Meeting
14,574,839 shares of Series A Common Stock, par value $1.67 per share ("Series A
shares"), and 5,732,629 shares of Series B Common Stock, par value $1.67 per
share ("Series B shares"). (The Series A shares and Series B shares together are
referred to herein as the "Common Stock.") (For a description of the voting
rights of the Series A shares and Series B shares, see "Quorum and Voting"
herein.)

The following table sets forth information as of December 31, 1993,
regarding the beneficial ownership of the Company's Common Stock by each person
known by management of the Company to own more than five percent of the
outstanding shares of Common Stock of the Company, by each of the Company's
executive officers named in the Summary Compensation Table below, by each of the
Company's directors and nominees, and by all of its directors and executive
officers as a group.

<TABLE>
<CAPTION>
SHARES OF COMMON STOCK BENEFICIALLY
OWNED AND PERCENTAGE OF OUTSTANDING
SHARES AS OF DECEMBER 31, 1993(2)
--------------------------------------
NAME AND ADDRESS OF SERIES SERIES PERCENT OF
INDIVIDUAL OR GROUP A B CLASS(3)
- - ----------------------------------------------------------- ------- ------- ----------
<S> <C> <C> <C>
Robert W. Decherd(1)**+.................................... 569,445(4) 997,764(5) 7.7%
A.H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265

James P. Sheehan+++........................................ 322 3,600 ***
A.H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265

Ward L. Huey, Jr.*+........................................ 120,763(6) -0- ***
A.H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265

Burl Osborne*+............................................. 60,651(7) -0- ***
A.H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265

Michael J. McCarthy+....................................... 30,378(8) 3,003 ***
A.H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265

John W. Bassett, Jr.*...................................... 7,600(9) 6,600(10) ***
400 N. Pennsylvania
1100 United New Mexico Bank Plaza
Roswell, New Mexico 88201

Judith L. Craven, M.D., M.P.H.*............................ 4,200(11) -0- ***
2200 North Loop West
Houston, Texas 77018

Joe M. Dealey(1)*.......................................... 421,432(12) 490,982(13) 4.5%
8333 Douglas
Suite 1575
Dallas, Texas 75225
</TABLE>

2
<PAGE> 5

<TABLE>
<CAPTION>
SHARES OF COMMON STOCK BENEFICIALLY
OWNED AND PERCENTAGE OF OUTSTANDING
SHARES AS OF DECEMBER 31, 1993(2)
----------------------------------------
NAME AND ADDRESS OF PERCENT OF
INDIVIDUAL OR GROUP SERIES A SERIES B CLASS(3)
- - -------------------------------------------------------- -------- -------- ----------
<S> <C> <C> <C>
Dealey D. Herndon(1)*................................... 538,538(14) 652,812(15) 5.9%
2903 Tarry Trail
Austin, Texas 78703

Lester A. Levy*......................................... 7,000(16) 6,000(17) ***
2727 Chemsearch Boulevard
Irving, Texas 75062

Arturo Madrid, Ph.D.**.................................. -0- -0- ***
Trinity University
715 Stadium Drive
San Antonio, Texas 78212

James M. Moroney, Jr.(1)*............................... 263,454(18) 573,461(19) 4.1%
A.H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265

Reece A. Overcash, Jr.**................................ 6,200(20) 5,200(17) ***
250 Carpenter Freeway
Irving, Texas 75062

Hugh G. Robinson*....................................... 5,300(21) -0- ***
4140 Office Parkway
Dallas, Texas 75204

William H. Seay*........................................ 5,000(22) -0- ***
5500 Preston Road
Suite 385
Dallas, Texas 75205

William T. Solomon**.................................... 6,000(16) 15,000(17) ***
3535 Travis
Suite 300
Dallas, Texas 75204

Thomas B. Walker, Jr.**................................. 9,000(16) 8,000(17) ***
100 Crescent Court
Suite 1000
Dallas, Texas 75201

J. McDonald Williams*................................... 9,000(16) 8,000(17) ***
3500 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201

Heine Securities Corporation++.......................... 1,139,800(23) -0- 5.6%
51 J.F.K. Parkway
Short Hills, New Jersey 07078

Luther King Capital Management, Inc.++.................. 1,040,232 -0- 5.1%
301 Commerce Street
Suite 1600
Fort Worth, Texas 76102

Michigan Department of Treasury Bureau of
Investments++......................................... 407,490(24) 797,100(24) 6.0%
P.O. Box 30177
Lansing, Michigan 48909

All directors and executive officers as a group (19
persons).............................................. 2,088,162(25) 2,770,422(26) 23.7%(27)
</TABLE>

3
<PAGE> 6

- - ------------

<TABLE>
<S> <C>
* Director
** Director and Nominee
*** Less than one percent
+ Executive Officer
++ Shareholder
+++ Mr. Sheehan, formerly President, Chief Operating Officer, and a director of the
Company, retired on December 31, 1993.
</TABLE>

(1) The family relationships among the directors, executive officers, and
principal shareholders are as follows: Joe M. Dealey and James M. Moroney,
Jr. are cousins and are cousins of each of Robert W. Decherd and Dealey D.
Herndon; and Robert W. Decherd and Dealey D. Herndon are brother and
sister.

(2) Series B shares are convertible at any time on a share-for-share basis into
Series A shares. For purposes of determining the number of Series A shares
beneficially owned by the individuals and entities listed, the individual
or entity may be deemed to be the beneficial owner of the Series A shares
into which the Series B shares owned are convertible. The numbers listed in
the Series A column, however, do not reflect these Series A shares that may
be so deemed to be beneficially owned by the individual or entity listed.
If the Series A shares into which Series B shares held are convertible were
included in the Series A shares total, and if the percent of Series A
shares so held were calculated pursuant to Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, the individuals and entities listed would
be deemed to be the beneficial owners of the following percentages of the
Series A shares: Mr. Decherd -- 10.1%; Mr. Dealey -- 6.1%; Mrs.
Herndon -- 7.9%; Mr. Moroney -- 5.6%; Heine Securities Corporation -- 7.9%;
Luther King Capital Management, Inc. -- 7.2%; Michigan Department of
Treasury -- 7.9%; and all directors and executive officers as a
group -- 27.8%. All other individuals listed would be deemed to own less
than 1% of the Series A shares. See footnote (3).

(3) "Percent of Class" is calculated by taking the total number of Series A and
Series B shares beneficially owned by the individual or entity listed and
dividing that number by the total number of Series A and Series B shares
outstanding.

(4) Includes 63,554 Series A shares subject to presently exercisable options
and 41,548 Series A restricted shares issued under the Company's 1986 Long
Term Incentive Plan. Does not include 300 Series A shares owned by Mr.
Decherd's wife, 1,160 Series A shares owned by Mr. Decherd's son, 25,060
Series A shares held in trusts for which Mr. Decherd serves as trustee, and
34,652 Series A shares held in trusts for the benefit of Mr. Decherd's
children, as to all of which shares Mr. Decherd disclaims beneficial
ownership.

(5) Does not include 300 Series B shares owned by Mr. Decherd's wife, 1,160
Series B shares owned by Mr. Decherd's son, 40,090 Series B shares held in
trusts for which Mr. Decherd serves as trustee, and 32,552 Series B shares
held in trusts for the benefit of Mr. Decherd's children, as to all of
which shares Mr. Decherd disclaims beneficial ownership.

(6) Includes 75,732 Series A shares subject to presently exercisable options
and 39,530 Series A restricted shares issued under the Company's 1986 Long
Term Incentive Plan.

(7) Includes 20,208 Series A shares subject to presently exercisable options
and 35,430 Series A restricted shares issued under the Company's 1986 Long
Term Incentive Plan.

(8) Includes 13,761 Series A shares subject to presently exercisable options
and 13,930 Series A restricted shares issued under the Company's 1986 Long
Term Incentive Plan.

(9) Includes 6,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. Does not include
2,600 Series A shares held in trust or custody for the benefit of Mr.
Bassett's children, 70,183 Series A shares owned by Mr. Bassett's wife, and
15,000

4
<PAGE> 7

Series A shares held in trusts for which Mr. Bassett's wife serves as
trustee, as to all of which shares Mr. Bassett disclaims beneficial
ownership.

(10) Includes 5,000 Series B shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. Does not include
18,341 Series B shares held in trust or custody for the benefit of Mr.
Bassett's children, 79,580 Series B shares owned by Mr. Bassett's wife, and
15,000 Series B shares held in trusts for which Mr. Bassett's wife serves
as trustee, as to all of which shares Mr. Bassett disclaims beneficial
ownership.

(11) Includes 4,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. In October 1993,
a Form 4 reporting one transaction by Dr. Craven was filed three weeks
after the due date.

(12) Includes 6,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. Also includes
30,000 Series A shares owned by the E. M. Dealey Trust, for which Mr.
Dealey shares the voting power as a co-trustee, and as to which shares Mr.
Dealey disclaims beneficial ownership, but does not include 300 Series A
shares owned by Mr. Dealey's wife, as to which shares Mr. Dealey also
disclaims beneficial ownership.

(13) Includes 5,000 Series B shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. Also includes
30,000 Series B shares owned by the E. M. Dealey Trust, for which Mr.
Dealey shares the voting power as a co-trustee, and as to which shares Mr.
Dealey disclaims beneficial ownership, but does not include 300 Series B
shares owned by Mr. Dealey's wife, as to which shares Mr. Dealey also
disclaims beneficial ownership.

(14) Includes 6,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. Does not include
25,000 Series A shares owned by Mrs. Herndon's husband, 16,740 Series A
shares held in trust for the benefit of Mrs. Herndon's children, and 24,614
Series A shares held in trusts for which Mrs. Herndon serves as trustee, as
to all of which shares Mrs. Herndon disclaims beneficial ownership.

(15) Does not include 7,090 Series B shares held in trust for the benefit of
Mrs. Herndon's children, and 24,614 Series B shares held in trusts for
which Mrs. Herndon serves as trustee, as to all of which shares Mrs.
Herndon disclaims beneficial ownership.

(16) Includes 6,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan.

(17) Includes 5,000 Series B shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan.

(18) Includes 6,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. Does not include
10,500 Series A shares owned by Mr. Moroney's wife, as to which shares Mr.
Moroney disclaims beneficial ownership.

(19) Includes 5,000 Series B shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. Does not include
10,500 Series B shares owned by Mr. Moroney's wife, as to which shares Mr.
Moroney disclaims beneficial ownership.

(20) Includes 6,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. Does not include
400 Series A shares held in trusts for the benefit of Mr. Overcash's
children for which Mr. Overcash serves as co-trustee, and as to which
shares Mr. Overcash disclaims beneficial ownership.

(21) Includes 5,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan.

(22) Includes 1,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan.

5
<PAGE> 8

(23) Shares are beneficially held, to the Company's knowledge, by Heine
Securities Corporation as investment advisor to one or more of its advisory
clients.

(24) Shares are held, to the Company's knowledge, by the Michigan Department of
Treasury Bureau of Investments as custodian for the following State of
Michigan employee retirement plans: Michigan Public School Employees'
Retirement System Funds, State Employees' Retirement System Funds, Michigan
State Police Retirement System Funds, and Michigan Judges' Retirement
System Funds.

(25) Includes 245,267 Series A shares subject to presently exercisable options.

(26) Includes 40,000 Series B shares subject to presently exercisable options.

(27) Represents approximately 40.1% of the voting power of all outstanding
shares of Common Stock.

As of March 18, 1994, Cede & Co., a central clearinghouse and nominee in
New York, New York, was the record holder of 11,650,517 Series A shares
(approximately 57.4% of the total outstanding shares of Common Stock,
representing approximately 16.2% of the voting power of the total outstanding
shares of Common Stock).

QUORUM AND VOTING

The presence, in person or by proxy, of the holders of a majority of the
voting power of the outstanding shares of Common Stock of the Company entitled
to vote is necessary to constitute a quorum at the meeting; provided, however,
that in no event may a quorum consist of less than one-third of the outstanding
shares of Common Stock entitled to vote. The affirmative vote of a plurality of
the voting power represented at the meeting and entitled to vote is required for
the election of directors. All other matters to be voted on will be decided by a
majority of the voting power represented at the meeting and entitled to vote. A
holder of Series A shares will be entitled to one vote per Series A share as to
each matter properly brought before the meeting, and a holder of Series B shares
will be entitled to 10 votes per Series B share as to each matter properly
brought before the meeting. The holders of Series A shares and Series B shares
vote together as a single class on all matters except with respect to (1) any
amendments to the Company's Certificate of Incorporation that alter or change
the powers, preferences, or special rights of their respective series so as to
affect them adversely, and (2) such other matters as require class votes under
the Delaware General Corporation Law. Cumulative voting is not permitted in the
election of directors. Abstentions and broker non-votes are each included in the
determination of the number of shares present at the meeting for purposes of
determining a quorum. Abstentions and broker non-votes have no effect on
determinations of plurality, except to the extent that they affect the total
votes received by any particular candidate. For matters other than (i) the
election of directors and (ii) matters requiring approval of a specified
percentage of the outstanding shares, abstentions will have the effect of
negative votes but broker non-votes will have no effect since they are not
treated as shares entitled to vote on such matter.

6
<PAGE> 9

ELECTION OF DIRECTORS

The Bylaws of the Company provide that the Board of Directors is to be
divided into three classes, approximately equal in number, with staggered terms
of three years. Classes I and II consist of five directors each and Class III
consists of six directors. The five nominees designated by the Board of
Directors for election as Class II directors at the 1994 Annual Meeting each
will serve a three-year term if elected.

NOMINEES FOR DIRECTORS

Class II Directors (Term expires in 1997)

<TABLE>
<S> <C>
- - ----------------- ROBERT W. DECHERD, age 42, has served as a director of the Company since
March 1976. He has been Chairman of the Board and Chief Executive
- - ----------------- Officer of the Company since January 1987. Mr. Decherd became President
of the Company in January 1994, and previously served as President from
1985 through December 1986. From January 1984 through December 1986, he
served as Chief Operating Officer.

- - ----------------- ARTURO MADRID, PH.D., age 55, is the Murchison Distinguished Professor
of the Humanities at Trinity University in San Antonio, Texas. He
- - ----------------- assumed this position in September 1993 after serving from 1984 until
1993 as the founding president of the Tomas Rivera Center, a national
institute co-located at Trinity and the Claremont (CA.) Graduate School
which focuses on Latino policy issues. The Board of Directors added Dr.
Madrid as a new Class II director, effective January 1, 1994.

- - ----------------- REECE A. OVERCASH, JR., age 67, has served as a director of the Company
since April 1983. He is the Chairman of the Board of Directors and Chief
- - ----------------- Executive Officer of Associates Corporation of North America, a
consumer/commercial finance company, having joined The Associates in
April 1975 as President and Chief Operating Officer. Mr. Overcash is a
member of the Boards of Directors of National Gypsum Company and Duke
Power Company.

- - ----------------- WILLIAM T. SOLOMON, age 51, has served as a director of the Company
since April 1983. He is the Chairman, President and Chief Executive
- - ----------------- Officer of Austin Industries, Inc., a general construction company, a
position he has held since 1987. Prior to 1987, Mr. Solomon was
President and Chief Executive Officer of Austin Industries, Inc.
</TABLE>

7
<PAGE> 10

<TABLE>
<S> <C>
- - ----------------- THOMAS B. WALKER, JR., age 70, has served as a director of the Company
since April 1982. He has been a partner, either general or limited, in
- - ----------------- The Goldman Sachs Group, L.P., investment bankers, since 1968. Mr.
Walker is a member of the Boards of Directors of NCH Corporation, SYSCO
Corporation, and Central and South West Corporation.
</TABLE>

In the event that a nominee is unable to serve or for good cause will not
serve, the proxies will be voted at the meeting for such other person as the
Board of Directors of the Company may recommend.

DIRECTORS CONTINUING IN OFFICE

Class III Directors (Term expires in 1995)

<TABLE>
<S> <C>
- - ----------------- JUDITH L. CRAVEN, M.D., M.P.H., age 48, has served as a director of the
Company since December 1992. Since July 1992, she has served as
- - ----------------- President of the United Way of the Texas Gulf Coast. From February 1983
to June 1992, Dr. Craven served as Dean of the School of Allied Health
Sciences of the University of Texas Health Science Center at Houston and
from September 1987 to June 1992 as Vice President of Multicultural
Affairs for the University of Texas Health Science Center.

- - ----------------- JOE M. DEALEY, age 74, has served as a director of the Company since
February 1952. He was Chairman of the Board of Directors of the Company
- - ----------------- from 1980 through April 1984, and served as Chief Executive Officer of
the Company from 1960 through December 1982.

- - ----------------- DEALEY D. HERNDON, age 47, has served as a director of the Company since
May 1986. Mrs. Herndon is the Executive Director of the State
- - ----------------- Preservation Board of the State of Texas and is a director of the
Friends of the Governor's Mansion and St. Edward's University in Austin,
Texas. Mrs. Herndon is active in a variety of civic organizations in
Austin, Texas.
</TABLE>

8
<PAGE> 11

<TABLE>
<S> <C>
- - ----------------- WARD L. HUEY, JR., age 55, has served as a director of the Company since
April 1982. He has been Vice Chairman of the Board and President,
- - ----------------- Broadcast Division since January 1987. He was President and Chief
Executive Officer of the Company's broadcasting subsidiary, Belo
Broadcasting Corporation, from April 1981 through December 31, 1986, at
which time the stock ownership of the broadcasting subsidiaries changed
from Belo Broadcasting Corporation to the Company.

- - ----------------- JAMES M. MORONEY, JR., age 72, has served as a director of the Company
since February 1952. He served as Chairman of the Board of the Company
- - ----------------- from April 1984 through December 1986, and from January 1983 through
December 1986 he also served as Chief Executive Officer of the Company.
Mr. Moroney is a member of the Board of Directors of Newsprint South,
Inc.

- - ----------------- HUGH G. ROBINSON, age 61, has served as a director of the Company since
May 1989. Mr. Robinson is Chairman and Chief Executive Officer of The
- - ----------------- Tetra Group, a construction management firm. He has held that position
since 1989, and for more than five years prior to such date Mr. Robinson
was President of Cityplace Development Corporation, a real estate
development subsidiary of The Southland Corporation. Mr. Robinson is a
former Chairman and Board member of the Federal Reserve Bank of Dallas,
and is currently a member of the Boards of Directors of Lomas Financial
Corporation, TU Electric Company, and Guaranty Federal Savings Bank.
</TABLE>

Class I Directors (Term expires in 1996)

<TABLE>
<S> <C>
- - ----------------- JOHN W. BASSETT, JR., age 56, has served as a director of the Company
since March 1979. He is a practicing attorney and has been a stockholder
- - ----------------- in the law firm of Atwood, Malone, Mann & Turner, P.A., Roswell, New
Mexico, for more than the past five years.

- - ----------------- LESTER A. LEVY, age 71, has served as a director of the Company since
April 1985. He has been Chairman of the Board of Directors of NCH
- - ----------------- Corporation, a chemical products company, since 1965 and has been with
NCH Corporation since 1946.
</TABLE>

9
<PAGE> 12

<TABLE>
<S> <C>
- - ----------------- BURL OSBORNE, age 56, has served as a director of the Company since
January 1987. Since January 1991, Mr. Osborne has been Publisher and
- - ----------------- Editor of The Dallas Morning News, Inc., a subsidiary of the Company.
Mr. Osborne was President and Editor of The Dallas Morning News, Inc.
from 1985 through December 1990.

- - ----------------- WILLIAM H. SEAY, age 74, has served as a director of the Company since
March 1973. He was Chairman of the Board of Directors and Chief
- - ----------------- Executive Officer of Southwestern Life Insurance Company from 1970 until
his retirement in November 1984.

- - ----------------- J. MCDONALD WILLIAMS, age 52, has served as a director of the Company
since April 1985. Since January 1991, Mr. Williams has been President
- - ----------------- and Chief Executive Officer of Trammell Crow Company, a real estate
development firm.From 1977 to December 1990, he was managing partner of
Trammell Crow Company.
</TABLE>

MEETINGS AND COMMITTEES OF BOARD OF DIRECTORS

The Board of Directors held a total of six meetings in 1993. Each director
attended at least seventy-five percent of the aggregate of the total number of
meetings held by the Board of Directors and the total number of meetings held by
all committees of the Board on which he or she served, except for Mr. Sheehan.
The Board of Directors has an Audit Committee, a Compensation Committee, and a
Directors Planning Committee, all of the members of each of which are
nonemployee directors.

Audit Committee. The Audit Committee consists of Judith L. Craven, Dealey
D. Herndon, Arturo Madrid, Hugh G. Robinson, and Thomas B. Walker, Jr. Mr.
Robinson serves as Chairman of the Audit Committee. The Audit Committee consults
with the Company's independent auditors and with personnel from the internal
audit and financial staffs with respect to corporate accounting, reporting, and
internal control practices. The Audit Committee met two times during 1993.

Compensation Committee. The Compensation Committee consists of John W.
Bassett, Jr., Lester A. Levy, William H. Seay, and J. McDonald Williams. Mr.
Williams serves as Chairman of the Compensation Committee. The Compensation
Committee makes recommendations to the Board of Directors for salary and bonus
levels for executive officers and total compensation for senior executive
officers, and administers the Company's 1986 Long Term Incentive Plan, Executive
Compensation Program, Employee Savings and Investment Plan, Supplemental
Executive Retirement Plan, and Management Security Plan. The Compensation
Committee met three times during 1993.

Directors Planning Committee. The Directors Planning Committee consists of
Joe M. Dealey, Dealey D. Herndon, Lester A. Levy, James M. Moroney, Jr., Reece
A. Overcash, Jr., William T. Solomon, and Thomas B. Walker, Jr. Mr. Overcash
serves as Chairman of the Directors Planning Committee. The Directors

10
<PAGE> 13

Planning Committee reviews possible nominees for openings on the Board of
Directors and reviews the long-range financial and strategic planning efforts of
the Company. The Directors Planning Committee met two times in 1993.

EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company are as follows:

<TABLE>
<CAPTION>
NAME OFFICE CURRENTLY HELD OFFICE HELD SINCE
- - ----------------------------- -------------------------------- -----------------
<S> <C> <C>
Robert W. Decherd............ Chairman of the Board, President 1987(1)
and Chief Executive Officer
Ward L. Huey, Jr. ........... Vice Chairman of the Board and 1987(1)
President, Broadcast Division
Burl Osborne................. Publisher and Editor of 1991(1)
The Dallas Morning News, Inc.
Michael J. McCarthy.......... Senior Vice President, General 1987(2)
Counsel and Secretary
Michael D. Perry............. Senior Vice President, Chief 1987(3)
Financial Officer
</TABLE>

- - ------------

(1) Member of the Board of Directors. (See "Election of Directors" above for
additional information.) Mr. Decherd became President of the Company again
in January 1994.

(2) Mr. McCarthy, age 49, has been Senior Vice President of the Company since
January 1987 and has been Secretary and General Counsel since October 1985.
He served as Vice President of the Company from 1985 to 1987. From 1973 to
September 1985, Mr. McCarthy was an associate and then partner in the law
firm of Dow, Lohnes & Albertson in Washington, D.C.

(3) Mr. Perry, age 47, has been Senior Vice President, Chief Financial Officer
of the Company since November 1987. From January 1989 through December
1991, Mr. Perry was also Treasurer. He served as Vice President, Controller
of the Company from January 1984 to November 1987.

11
<PAGE> 14

EXECUTIVE COMPENSATION AND OTHER MATTERS

The following information summarizes annual and long-term compensation for
services in all capacities to the Company for the fiscal years ended December
31, 1993, 1992, and 1991 of the Chief Executive Officer and the other four most
highly compensated executive officers of the Company:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION AWARDS
-------------------------------------- --------------------
SECURITIES
RESTRICTED UNDERLYING
NAME AND OTHER ANNUAL STOCK OPTIONS/ ALL OTHER
PRINCIPAL COMPENSATION AWARD(S) SARS COMPENSATION
POSITION YEAR SALARY ($)(1) BONUS ($) ($)(2) ($)(3)(4) (#) ($)(5)(6)
- - ----------------------------- ----- ------------- --------- ------------ -------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Robert W. Decherd 1993 $ 547,500 $ 393,750 -- $354,510 26,100 $ 60,430
Chairman and Chief 1992 $ 522,500 $ 375,000 -- $397,290 29,010 $ 58,153
Executive Officer 1991 $ 524,000 0 -- $290,000 40,000 $ 18,226
James P. Sheehan 1993 $ 450,500 $ 247,131 -- 0 0 $119,602
President and Chief 1992 $ 418,100 $ 531,865 -- $245,480 17,880 $119,230
Operating Officer 1991 $ 419,600 0 -- $245,920 34,300 $ 21,334
Ward L. Huey, Jr. 1993 $ 399,200 $ 131,381 -- $245,700 18,100 $ 81,058
Vice Chairman and President, 1992 $ 370,700 $ 235,035 -- $206,720 15,080 $ 76,574
Broadcast Division 1991 $ 371,200 0 -- $187,920 28,000 $ 22,403
Burl Osborne 1993 $ 385,500 $ 171,878 -- $228,150 16,805 $133,428
Publisher and Editor of 1992 $ 352,500 $ 410,375 -- $197,030 14,370 $160,111
The Dallas Morning News, Inc. 1991 $ 354,000 0 -- $167,040 25,700 $ 22,630
Michael J. McCarthy 1993 $ 215,300 $ 104,958 -- $103,350 7,605 $ 20,491
Senior Vice President, 1992 $ 205,000 $ 99,937 -- $ 77,520 5,730 $ 19,534
General Counsel and 1991 $ 187,800 0 -- $232,000 10,200 $ 12,008
Secretary
</TABLE>

- - ------------

(1) For 1993 and 1992, these amounts include annual director fees of $22,500 for
each of Mr. Decherd, Mr. Sheehan, Mr. Huey, and Mr. Osborne. For 1991,
these amounts include annual director fees of $24,000 for each of Mr.
Decherd, Mr. Sheehan, and Mr. Osborne and $23,000 for Mr. Huey.

(2) The total value of executive perquisites and benefits did not exceed the
lesser of (1) $50,000 or (2) 10% of the total annual salary and bonuses for
any executive listed above.

(3) The unrealized value of the Company's restricted Series A shares reflected
in this column is based upon the date of grant closing market price of
unrestricted Series A shares. No restricted Series B shares are currently
outstanding. As of December 31, 1993, the total number and value of the
Company's Series A shares subject to restrictions held by the executive
officers listed in the Summary Compensation Table above were as follows:

<TABLE>
<CAPTION>
RESTRICTED SERIES A VALUE
SHARES (#) ($)
------------------- ---------
<S> <C> <C>
Robert W. Decherd................................................ 41,548 $2,202,044
James P. Sheehan................................................. 0 0
Ward L. Huey, Jr. ............................................... 39,530 $2,095,090
Burl Osborne..................................................... 35,430 $1,877,790
Michael J. McCarthy.............................................. 13,930 $ 738,290
</TABLE>

(4) Dividends are paid on the restricted shares denoted in this column. One-half
of the restricted shares awarded are subject to possible forfeiture in
equal increments over a four-year period unless the Company meets specified
annual performance goals. All of the restricted shares are subject to a
restriction on disposition until approximately six weeks following the
fourth anniversary of the date of grant.

12
<PAGE> 15

(5) Amounts in this column consist of the $97,384 paid to Mr. Sheehan on
December 31, 1993 described in footnote (6) as well as the following dollar
values of premiums for life insurance purchased on behalf of the named
individuals under the Company's Management Security Plan, amounts
contributed by the Company to the Company's Employee Savings and Investment
Plan (a non-discriminatory retirement plan established pursuant to Section
401(k) of the Internal Revenue Code), and amounts contributed to the
Company's Supplemental Executive Retirement Plan (the "SERP") for 1993:

<TABLE>
<CAPTION>
EMPLOYEE
MANAGEMENT SAVINGS AND
SECURITY INVESTMENT SERP
PLAN PLAN CONTRIBUTION
($) ($) ($)
---------- ----------- ------------
<S> <C> <C> <C>
Robert W. Decherd............................. $ 15,724 $ 3,362 $ 41,344
James P. Sheehan.............................. $ 18,791 $ 3,427 0
Ward L. Huey, Jr.............................. $ 19,861 $ 3,148 $ 58,049
Burl Osborne.................................. $ 20,087 $ 3,375 $109,966
Michael J. McCarthy........................... $ 9,465 $ 3,660 $ 7,366
</TABLE>

(6) In August 1993, the Company announced Mr. Sheehan's retirement from the
Company and entered into an Employment and Consultation Agreement (the
"Agreement") with Mr. Sheehan, pursuant to which the parties agreed that
Mr. Decherd would immediately assume Mr. Sheehan's operating
responsibilities and, effective December 31, 1993, Mr. Sheehan would resign
as President and as a director of the Company and would become a consultant
to the Company. Under the Agreement, Mr. Sheehan agreed to serve as a
consultant to the Company from January 1, 1994 through June 30, 1997 and
the Company agreed to pay Mr. Sheehan $97,384 on December 31, 1993 and
$17,833.33 per month thereafter during such consultation period for his
services. In connection with the Agreement, the performance-oriented and
time-lapse restrictions relating to 39,970 restricted shares held by Mr.
Sheehan were removed as of the date of the Agreement, and Mr. Sheehan's
remaining 5,390 restricted shares were forfeited. The Agreement also
provided for the amendment of certain options granted to Mr. Sheehan under
the Company's 1986 Long Term Incentive Plan to accelerate the vesting of
options to purchase a total of 26,442 Series A shares. The Agreement
further provided that all options held by Mr. Sheehan that were either
unvested or unexercised on December 31, 1993 would be forfeited. As a
result, options to purchase a total of 21,018 Series A shares were
forfeited. The Company also agreed to continue paying for Mr. Sheehan's
term life insurance premiums for 50 weeks following December 31, 1993.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The Company makes annual grants of stock options to executive officers and
other key employees under its Executive Compensation Program pursuant to the
Company's 1986 Long Term Incentive Plan. (For a description of the Executive
Compensation Program, see "Report on Executive Compensation" on page 17.) The
following table provides additional information regarding options and limited
stock appreciation rights granted during 1993 to the named executive officers:

<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/
UNDERLYING SARS
OPTIONS/ GRANTED TO EXERCISE GRANT DATE
SARS EMPLOYEES OR BASE PRESENT
GRANTED IN FISCAL PRICE EXPIRATION VALUE
NAME (#)(1) YEAR ($/SH) DATE ($)(2)
- - ------------------------------------------ ---------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Robert W. Decherd......................... 26,100 9.4% $ 48.750 12/15/03 $477,630.00
James P. Sheehan.......................... 0 0% N/A N/A N/A
Ward L. Huey, Jr. ........................ 18,100 6.5% $ 48.750 12/15/03 $331,230.00
Burl Osborne.............................. 16,805 6.0% $ 48.750 12/15/03 $307,531.50
Michael J. McCarthy....................... 7,605 2.7% $ 48.750 12/15/03 $139,171.50
</TABLE>

13
<PAGE> 16

- - ------------

(1) All options were granted on December 15, 1993 and become exercisable in
increments of 40% after one year and 30% after years two and three. Options
are granted in tandem with limited stock appreciation rights, which become
exercisable upon an Acceleration Date. See the definition of Acceleration
Date in "Compensation Pursuant to Certain Retirement Plans -- Pension Plan"
below. These rights provide an opportunity for the holder to receive an
amount in cash equal to the difference between the exercise price of the
options and the greater of the highest fair market value of the underlying
shares for the 90 days prior to the exercise date or the highest per share
price paid in certain takeover-related events. Upon the occurrence of an
Acceleration Date, all of the options and limited stock appreciation rights
would become immediately exercisable, unless the Board of Directors has
adopted resolutions making the acceleration provisions inoperative. The
Company's Compensation Committee also may accelerate the exercisability of
any option at any time. The 1986 Long Term Incentive Plan further provides
for the payment of the exercise price of an option with shares of Company
Common Stock, upon the approval of the Company's Compensation Committee. In
addition, the 1986 Long Term Incentive Plan permits an optionee under
certain circumstances to cause the Company to withhold shares issued upon
the exercise of an option granted under that plan in payment of the taxes
due upon the exercise of such option.

(2) These values are determined using the Black-Scholes Option Pricing Model.
The Black-Scholes Option Pricing Model is one of the methods permitted by
the Securities and Exchange Commission for estimating the present value of
options. The actual value of the stock options that an executive officer
may realize, if any, will depend on the excess of the market price on the
date of exercise over the exercise price. The Black-Scholes Option Pricing
Model is based on assumptions as to certain variables as described in the
following sentence, so there is no assurance that an individual will
actually realize the option values presented in this table. The values
listed above were based on the following assumptions: volatility (measured
as the annualized standard deviation of the sample, as determined from the
past 20 quarters, ending with the third quarter of 1993) -- .2145; risk
free rate of return -- 5.84%; dividend yield -- 1.2%; time of
exercise -- 10 years; and discount for risk of forfeiture -- 3%.

AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES

The following table shows information concerning the exercise of stock
options during 1993 by the named executive officers and the estimated value of
unexercised options held by such individuals at year-end:

<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END AT FY-END
SHARES ACQUIRED (#) ($)(3)
ON EXERCISE VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#)(1) ($)(2) UNEXERCISABLE UNEXERCISABLE
- - ------------------------------------------ --------------- -------------- ------------ ------------
<S> <C> <C> <C> <C>
Robert W. Decherd......................... 40,500 $ 723,813 63,554/ $1,151,138/
55,506 $ 618,676
James P. Sheehan.......................... 97,092 $1,602,081 0/0 $0/$0

Ward L. Huey, Jr. ........................ 60,000 $1,327,268 75,732/ $1,632,759/
35,548 $ 392,756
Burl Osborne.............................. 72,700 $1,427,269 20,208/ $ 415,390/
33,137 $ 365,314
Michael J. McCarthy....................... 10,961 $ 200,678 13,761/ $ 258,669/
14,103 $ 149,166
</TABLE>

14
<PAGE> 17

- - ------------

(1) All of these shares of the Company's Common Stock that were acquired upon
the exercise of stock options were Series A shares, except for the
following amounts of Series B shares that were acquired upon the exercise
of such options by the following executive officers: Mr. Huey, 22,885
shares; and Mr. Osborne, 20,925 shares.

(2) Based on the closing price of the Company's Series A shares on the New York
Stock Exchange -- Composite Transactions on the respective exercise dates.

(3) Based on the closing price of $53.00 of the Company's Series A shares on the
New York Stock Exchange -- Composite Transactions on December 31, 1993.

COMPENSATION PURSUANT TO CERTAIN RETIREMENT PLANS

Pension Plan. The Company maintains a non-contributory pension plan
available to substantially all of its employees who have completed one year of
service and have reached 21 years of age. The following table reflects the
expected annual benefits, computed on a 10-year certain and life annuity basis,
payable under the plan to a fully vested executive officer of the Company upon
retirement at age 65 after the credited years of service and at the annual
remuneration levels set forth in the table.

<TABLE>
<CAPTION>
AVERAGE ANNUAL YEARS OF SERVICE(1)(2)
COMPENSATION DURING --------------------------------------------------------------------------
FINAL FIVE YEARS 10 15 20 25 30 35 40
- - ------------------------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$150,000............ $ 20,899 $ 31,349 $ 41,798 $ 52,248 $ 62,697 $ 73,147 $ 81,397
$250,000............ $ 35,399 $ 53,099 $ 70,798 $ 88,498 $106,197 $111,727 $111,727
$350,000............ $ 49,899 $ 74,849 $ 99,798 $111,727 $111,727 $111,727 $111,727
$450,000............ $ 64,399 $ 96,599 $111,727 $111,727 $111,727 $111,727 $111,727
$550,000............ $ 78,899 $111,727 $111,727 $111,727 $111,727 $111,727 $111,727
$650,000............ $ 93,399 $111,727 $111,727 $111,727 $111,727 $111,727 $111,727
$750,000............ $107,899 $111,727 $111,727 $111,727 $111,727 $111,727 $111,727
$850,000 or above... $111,727 $111,727 $111,727 $111,727 $111,727 $111,727 $111,727
</TABLE>

- - ------------

(1) Benefits listed in the table above are not subject to reduction for Social
Security amounts.

(2) The table above does not reflect all of the limitations on accrued benefits
imposed by Section 415 of the Internal Revenue Code of 1986, as amended,
which currently limits such benefits to $118,800. Prior to January 1, 1983,
actual benefits were accrued subject to a maximum limitation of $136,425.
The table also does not reflect the limitations imposed by Section
401(a)(17) of the Internal Revenue Code on annual compensation to be taken
into account in determining pension benefits, which amount currently is
limited to $150,000.

The Company's pension plan provides for the payment of a monthly retirement
benefit based on credited years of service and average of five consecutive years
of highest annual compensation out of the ten most recent calendar years of
employment. Compensation covered under the plan is regular pay plus overtime,
bonuses, commissions and any contribution made by the Company on behalf of an
employee pursuant to a deferral election under any benefit plan containing a
cash or deferred arrangement. Covered compensation excludes any non-cash
earnings and any Company matching contributions to the Employee Savings and
Investment Plan. A participant's interest in the plan becomes fully vested upon
completion of five credited years of service, or upon attainment of age 62,
whichever first occurs. Retirement benefits under the plan are paid to
participants upon normal retirement at the age of 65 or later, or upon early
retirement, which may occur at age 55, provided the participant has completed
five years of credited service. The plan also provides for the payment of death
benefits. The five executive officers named in the Summary Compensation Table
above have credited years of service under the plan as follows: Mr.
Decherd -- 20 years; Mr. Sheehan -- 12 years; Mr. Huey -- 33 years; Mr.
Osborne -- 13 years; and Mr. McCarthy -- 8 years. The covered compensation of
such persons under the pension plan is substantially the same as the annual
compensation indicated in the Summary Compensation Table on page 12, except that
such covered compensation was capped at $235,840 for all participants in 1993
and will be capped at $150,000 in 1994.

15
<PAGE> 18

Upon the occurrence of certain events, (1) the benefits of all active
participants in the pension plan become fully vested and nonforfeitable, and (2)
the excess of plan assets over the present value of accrued benefits, if any,
are applied to provide active participants with an additional vested benefit
equivalent to the benefit such participants should have received under
Department of Labor Regulations Section 2618.32(a) if the plan had then
terminated. The events giving rise to (1) and (2) above are generally identical
to those giving rise to an "Acceleration Date," as defined in the Company's 1986
Long Term Incentive Plan, except that the first purchase of shares of Common
Stock pursuant to a tender offer or exchange offer does not constitute such an
event. An "Acceleration Date" is generally defined in the 1986 Long Term
Incentive Plan as the commencement of a tender offer or exchange offer, a change
in control (which is deemed to occur when any group, entity, or other person
that theretofore beneficially owned less than 30% of the total number of
outstanding shares of Common Stock acquires shares, which acquisition results in
such group, entity, or person having more than 30% beneficial ownership),
approval or consummation of certain mergers, sales, exchanges, or dispositions
of the Company's assets, or certain changes in the composition of the Board of
Directors of the Company during any period of two consecutive years.

Management Security Plan. The Management Security Plan was instituted as of
January 1, 1980 to provide retirement and death benefits at a reduced cost
through group rates to a select group of management and highly compensated
employees, including the five executive officers listed in the Summary
Compensation Table above, who contribute materially to the growth, development,
and success of the Company. The Management Security Plan, other than the amounts
of benefits awarded thereunder, is administered by a committee that serves at
the discretion of the Board of Directors, the members of which committee may be
participants in the plan. The Management Security Plan is currently administered
by the Compensation Committee, none of whose members is a participant in the
plan. The Management Security Plan provides for monthly retirement benefits
payable for a total of 10 years following retirement and death benefits to the
beneficiary of the covered employee in the event of death prior to retirement.
Benefits are calculated according to specific formulae regarding participation
date, salary, age and length of time as a plan participant at retirement, or age
and length of time as a plan participant at time of death prior to retirement.
The estimated annual benefits under the Management Security Plan payable upon
retirement at age 65 to each of the executive officers named in the Summary
Compensation Table other than Mr. Sheehan are as follows: Mr.
Decherd -- $384,588; Mr. Huey -- $120,012; Mr. Osborne -- $74,232; and Mr.
McCarthy -- $104,256. Upon Mr. Sheehan's retirement from the Company on December
31, 1993, his annual vested retirement benefit became fixed at $74,844. Amounts
contributed to the Management Security Plan by the Company on behalf of the five
executive officers named in the Summary Compensation Table for 1991, 1992, and
1993 are set forth in footnote (5) to the Summary Compensation Table on page 13
above.

COMPENSATION OF DIRECTORS

In 1993, directors received $22,500 for serving on the Company's Board of
Directors, and nonemployee directors also received $1,000 for each meeting of
the Board of Directors attended. Directors who are committee chairmen (all of
whom are nonemployee directors) receive $2,000 for each committee meeting
attended. Nonemployee directors receive $1,000 for each committee meeting
attended. Since May 1988, nonemployee directors of the Company have
automatically received upon their first election a one-time grant of options to
purchase 10,000 shares of the Company's Common Stock. Pursuant to an amendment
to the 1986 Long Term Incentive Plan adopted at the 1992 Annual Meeting of
Shareholders, each nonemployee director serving on May 6, 1992 received
non-qualified options to purchase 2,500 Series A shares and thereafter, on each
annual meeting date, automatically receives additional non-qualified options to
purchase 2,500 Series A shares during each of the four following years (as long
as such director continues to serve as a nonemployee director of the Company).
Nonemployee directors elected after May 6, 1992 and before the Company's 1997
Annual Meeting of Shareholders will receive upon their first election the
one-time grant of options to purchase 10,000 Series A shares and thereafter will
automatically receive additional non-qualified options to purchase 2,500 Series
A shares for each of the five following years (as long as such director
continues to serve as a nonemployee director of the Company).

16
<PAGE> 19

CERTAIN TRANSACTIONS

In June 1992, the Company entered into a construction contract with a
subsidiary of Austin Industries, Inc. relating to the expansion of certain
printing facilities of The Dallas Morning News, Inc. The contract provides for
total payments by the Company of approximately $19 million of which
approximately $13.5 million was paid during the year ended December 31, 1993.
William T. Solomon, a director of the Company, is Chairman, President, and Chief
Executive Officer of Austin Industries, Inc.

Since November 1984, the Company and its subsidiaries have leased
automobiles from Trans-National Leasing, Inc. The Company made total payments
during 1993 of approximately $500,000 to Trans-National Leasing, Inc. Since
December 1992, Trans-National Leasing, Inc. has been owned by an affiliate of
Associates Corporation of North America. Reece A. Overcash, Jr., a director and
director nominee of the Company, is Chairman of the Board of Directors and Chief
Executive Officer of Associates Corporation of North America.

REPORT ON EXECUTIVE COMPENSATION

THE COMMITTEE

The Compensation Committee of the Board of Directors (the "Committee") is
composed entirely of independent outside directors. This Committee makes
recommendations to the Board of Directors regarding salary levels and annual
bonus opportunities for executive officers, and in accordance with Rule 16b-3 of
the Securities Exchange Act of 1934, makes the final determination regarding
awards of restricted shares, stock options and other stock based awards to such
persons.

In accordance with Securities and Exchange Commission regulations, this
report is being submitted jointly by the Compensation Committee and certain
members of the Board of Directors, due to a modification by the Board (exclusive
of those directors who are also Company employees) to the Compensation
Committee's recommendation regarding the Chief Executive Officer's compensation,
described below under "CEO Compensation."

EXECUTIVE COMPENSATION PROGRAM

The Executive Compensation Program (the "ECP") was implemented January 1,
1989, replacing the Company's previously existing management incentive plans.
The key elements of the ECP are an annual base salary, an annual target bonus
opportunity, and long-term compensation consisting of stock options and, in
certain limited cases, restricted shares issued under the 1986 Long Term
Incentive Plan. The ECP is administered by the Committee, the members of which
are not eligible to participate in the ECP. Officers of the Company and its
subsidiaries, including the four senior executive officers named in the Summary
Compensation Table above (collectively, the "Senior Executives") and the Chief
Executive Officer, are automatically eligible to participate in the ECP. The
Committee selects additional participants according to their ability to affect
significantly the profitability of the Company. Levels of compensation for
participants other than the Chief Executive Officer and the Senior Executives
are determined in a manner similar to that described below for the Senior
Executives.

The ECP is designed to provide a competitive level of compensation to key
executives, managers and professionals, through annual compensation as well as
long-term awards. The goals of the ECP are: (1) to establish a competitive
compensation program to attract, retain and motivate employees in those
positions that most directly affect the Company's overall performance; (2) to
encourage coordinated and sustained effort toward enhancing the Company's
performance and maximizing the Company's value to its shareholders; and (3) to
recognize and reward outstanding individual achievement. The receipt by
participants of bonus amounts and up to one-half of restricted share awards is
entirely dependent upon the achievement of Company financial performance
targets.

Long-term incentive awards are made in December of each year. Base salary
levels and bonus opportunities are established each December for the following
year. The Committee considers the total value of an ECP participant's
compensation package to be the value of long-term incentive awards made at the
end

17
<PAGE> 20

of each year, plus base salary and bonus opportunity as determined for the
following fiscal year. However, the rules of the Securities and Exchange
Commission require the reporting of compensation on a calendar year basis.

The Committee works closely with the Chief Executive Officer and the Chief
Financial Officer in formulating its recommendations. It is the policy of the
Company to strive to establish a level for each element of a participant's
compensation that is approximately equal to the seventy-fifth percentile for
comparable media companies surveyed. This target percentile was established at a
level that the Committee believes is necessary to attract and retain outstanding
executives.

In recommending levels of compensation under the ECP, the Committee uses an
annual survey of media industry compensation practices. In the past, the
Committee has used data from both a full survey and from a special cut of that
survey consisting of those companies deemed to share both the financial and
qualitative standards of the Company. In June 1993, the Committee determined
that the special cut data provided a more appropriate comparison of the
Company's compensation objectives with respect to base salary and bonus levels
than the full survey. Consequently, the Committee decided that it would
incorporate only the special cut survey in future analyses of these compensation
elements. The Committee will continue to consider both surveys in connection
with the stock-based elements of compensation, however, because the general
survey offers a more comprehensive view of long-term compensation in public
companies. With respect to 1993 compensation, the Committee considered both
general and special cut compensation data at its December 1992 meeting in
recommending base salary and bonus opportunity components for 1993 and at its
meeting in December 1993 to determine long-term awards granted in 1993. The
companies included in both the general compensation survey and the special cut
survey vary somewhat from those included in the group of peer companies
indicated in the Performance Graph on page 22 because certain companies included
in the peer group do not participate in the compensation survey and some
companies that participate in the compensation survey are not public companies.
The survey is conducted by a nationally recognized compensation consultant.

Base Salary. The base salaries of the Senior Executives (other than Mr.
McCarthy) had been frozen at 1991 levels during 1992 and were somewhat below the
target percentile reflected in the compensation surveys. In light of the
improved financial performance of the Company in 1992, the Committee recommended
an increase in the base salaries of the Senior Executives in 1993 to levels
approximating the target percentile of the special cut survey aimed for by the
Committee.

Annual Performance Bonus Opportunity. Each ECP participant has an
opportunity to earn an annual bonus based entirely upon the financial
performance of the participant's organizational entity. The Committee uses a
percent of the base salary of each ECP participant to establish the
participant's bonus opportunity range, based on survey comparisons.

The Committee also reviews minimum, target and maximum levels of
performance for each organizational entity, based on business plans developed by
Company management. Each Senior Executive's bonus opportunity is based on the
performance of the entity that the executive has the most ability to influence.
Corporate performance is measured by growth in earnings per share and
performance of subsidiaries is measured by increases in operating cash flow. The
minimum level for Company performance each year typically is established at the
earnings per share or, in the case of subsidiaries, operating cash flow, level
achieved during the previous fiscal year. In addition, the Board of Directors or
the Compensation Committee may exclude the effect of unusual items from the
calculation of the Company's or its subsidiaries' performance measurements. The
Committee views growth in earnings per share as being an appropriate measurement
for the bonus opportunity for certain participants because this measurement is a
widely followed indicator of the Company's performance and serves to align the
interests of management with those of shareholders. The Committee believes that
operating cash flow is an appropriate performance measure at the subsidiary
level because it is the most accurate indicator of an individual subsidiary's
profitability and value.

Bonus amounts for ECP participants are determined at the end of each
calendar year. If minimum performance levels have not been achieved,
participants earn no bonuses. Performance at the target level earns participants
100% of their bonus amounts, and performance at the maximum level earns
participants 150% of their bonus amounts. If performance falls between the
minimum level and the target level, participants receive

18
<PAGE> 21

a prorated amount up to the target bonus reflecting performance in excess of the
minimum level. If performance falls between the target and maximum performance
levels, participants receive 100% of their bonus amounts, plus an additional pro
rata amount reflecting performance in excess of the target level. In
extraordinary circumstances, the calculated bonus (other than that of the Chief
Executive Officer) is subject to adjustment up or down by a maximum of 25% by
the Chief Executive Officer in recognition of outstanding achievements that are
not part of an entity's operating plan, or to ensure equitable payments that
reflect the relative contribution of each participant. This prerogative has been
exercised a total of seven times since the inception of the ECP and was not
exercised during 1993.

The Committee believes that linking the bonus directly to financial
performance gives ECP participants an incentive to focus on management
objectives. As a result of the financial performance of the applicable
organizational entities for the 1993 fiscal year, the bonuses of the Senior
Executives set forth in the Summary Compensation Table on page 12 represent the
following percentages of their respective target bonus amounts: Mr. Sheehan,
122%; Mr. Huey, 78%; Mr. Osborne, 111%; and Mr. McCarthy, 150%.

Special Bonus. Under the ECP, the Committee may recommend to the Board of
Directors the establishment of special, quantifiable objectives for participants
in extraordinary circumstances that merit one-time bonus opportunities. No
special bonuses were recommended for 1993.

Long-Term Awards. The long-term incentive components of the ECP are
designed to encourage the retention of key executives, and the ultimate value of
long-term awards is determined by the Company's performance as reflected in the
market price of its stock. The Committee assigns to each ECP participant a
long-term incentive factor, expressed as a percent of base salary. The Committee
strives to set long-term incentive levels for participants that would place them
at approximately the seventy-fifth percentile of the special cut survey
considered by the Committee. In recommending levels of long-term incentive
awards for participants, the Committee attempts to estimate the present value of
these awards, assuming that the Company's growth approximates media industry
norms, and making use of the Black-Scholes Option Pricing Model, a method
permitted by the Securities and Exchange Commission for estimating the present
value of options. The participant's long-term incentive factor times annual
compensation reflects the estimated future value of the awards.

Participants may be awarded a combination of stock options and/or
restricted shares. However, restricted share awards are generally made only to
senior executives of the Company and its subsidiaries. The proportionate amounts
of stock options and restricted shares awarded are based upon recommendations by
the Company's compensation consultants as to competitive practices of surveyed
companies. Long-term awards are made pursuant to the Company's 1986 Long Term
Incentive Plan (the "Plan"), which is administered by the Committee. Awards
under the Plan, and the terms of the awards, are determined by the Committee.
The Plan provides for full vesting of awards upon certain change of control
events.

While the value realizable from exercisable options and vested restricted
shares is dependent upon the extent to which the Company's performance is
reflected in the market price of its Common Stock at any particular point in
time, the decision as to whether this value will be realized in any particular
year is primarily determined by each individual executive. Accordingly, in
analyzing annual compensation levels, the Committee does not consider gains
realized during any particular year by any of the Senior Executives as a result
of individual decisions to exercise stock options or to sell restricted shares
received in previous years. (See the Aggregated Option/SAR Exercises in Last
Fiscal Year and Fiscal Year-End Options/SAR Values Table on page 14 for the
amounts realized by the Senior Executives from option exercises in 1993 and the
estimated unrealized value of unexercised options held by such persons as of
December 31, 1993. See also footnote (3) to the Summary Compensation Table on
page 12 for information regarding the estimated unrealized value of unvested
restricted shares held by such persons as of December 31, 1993.)

Stock Options. A total of 42,510 options for the Company's Series A shares
were granted to Senior Executives in 1993. No options for the Company's Series B
shares were granted in 1993. The Committee established an exercise price for
such options equal to the market price of the Series A shares on the date of
grant. (See the Option/SAR Grants in Last Fiscal Year Table on page 13, which
reflects estimated potential future values of such options, based on the
indicated assumptions.) The Committee has never granted options

19
<PAGE> 22

at exercise prices other than the market price on the date of grant and has
never adjusted such prices retroactively (except pursuant to the Plan's
antidilution provisions upon the Company's distribution by dividend of Series B
shares in May 1988).

Prior to becoming 100% vested, each option granted in fiscal 1993 will
become exercisable in cumulative annual installments as follows: after the first
year following the grant, 40% of the number of shares originally covered; and
after each of the second and third years, an additional 30%. Under the Plan, the
Committee has the authority to prescribe different installments and/or
accelerate the exercisability of any option at any time.

Restricted Shares. A total of 11,840 restricted Series A shares were
awarded to Senior Executives in 1993. All of such restricted shares are subject
to a restriction on disposition until approximately six weeks following the
fourth anniversary of the date of the award. (See the Summary Compensation Table
on page 12 for information regarding the estimated value of such awards.)
One-half of the shares awarded to each individual is subject to forfeiture,
depending upon the Company's financial performance, as measured by growth in
earnings per share. Up to one-fourth of these performance-oriented restricted
shares is subject to possible forfeiture in each of the four years following the
award date, depending upon the Company's earnings per share growth relative to
minimum and maximum targets, as determined by the Committee based on media
industry norms. If the minimum level of growth is not attained for any
particular year, then all of the shares that are subject to possible forfeiture
in such year will be canceled. If only the minimum level of growth is achieved,
then two-thirds of the shares that are subject to possible forfeiture in that
year will be canceled. If the maximum level of growth is achieved or exceeded,
then none of the shares subject to possible forfeiture in that year will be
canceled. If growth between the minimum and maximum levels is achieved, then the
performance-oriented restricted shares subject to possible forfeiture in that
year will be canceled on a pro rata basis, reflecting performance in excess of
the minimum growth level and less than the maximum growth level. Thus, according
to the terms of the awards, an aggregate of one-half of the total shares awarded
is subject to forfeiture over a period of four years. Because the maximum growth
level established for 1993 was achieved, the restrictions on all
performance-oriented shares due to vest in 1993 were terminated.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

The A. H. Belo Corporation Supplemental Executive Retirement Plan (the
"SERP") was recommended by the Committee and implemented in December 1992 for
senior corporate officers, group presidents and presidents and general managers
of the Company's operating units. This group includes the Senior Executives and
the Chief Executive Officer. The SERP's purpose is to help offset the Internal
Revenue Code limits on the Company's qualified retirement plans. The SERP's
specific objective, when combined with the Company's Pension Plan, Employee
Savings and Investment Plan, and Management Security Plan, is to provide a
benefit at age 65 of 60% of final average pay (the average of the total salary
and bonus during the last five completed calendar years of employment) to the
senior corporate officers and the Publisher and Editor of The Dallas Morning
News, Inc. and a benefit of 55% of final average pay to all other participants.
However, since the Plan is a defined contribution plan, the actual benefit to be
received by any participant will be dependent on the participant's account
balance at the time of retirement. As the contributions to the SERP are based on
a participant's salary and bonus, the actual amount of the contributions made on
behalf of a participant will vary based on a number of factors, of which Company
performance is a primary factor. The payment of benefits under the SERP will be
subject to the same terms and conditions described above for the payment of
benefits under the Company's Pension Plan. (See the description of the Company's
Pension Plan on pages 15-16 above. See also footnote (5) to the Summary
Compensation Table on page 13 above for the amounts contributed to the SERP by
the Company on behalf of the Senior Executives and the Chief Executive Officer
for 1993.) The Company has established a trust to hold the contributions to the
SERP, which contributions will be protected from the claims of the Company's
creditors unless the Company becomes insolvent. As a result of the establishment
of the trust, benefits payable under the SERP will also be protected in the
event of a change of control of the Company.

20
<PAGE> 23

CEO COMPENSATION

Mr. Decherd is a participant in the ECP. At the December 1992 meeting of
the Committee, Mr. Decherd recommended that his 1993 compensation package (a
portion of which consisted of options and restricted shares awarded in 1992)
include a base salary somewhat above the target percentile, the elimination of a
bonus opportunity, and stock options and restricted shares in amounts slightly
below the target percentile. Under Mr. Decherd's proposal, all (rather than the
customary one-half) of his restricted share award would be performance-oriented.
The Committee approved Mr. Decherd's proposal. However, the Board of Directors,
acting without the participation of Mr. Decherd or the Senior Executives who are
also directors, modified the Committee's recommendations regarding Mr. Decherd's
base salary and bonus. The Board believed that Mr. Decherd's proposal would
cause him to be compensated at less than a competitive level. Instead, the Board
established base salary and bonus levels for Mr. Decherd based on target
percentiles relating to the compensation surveys. In addition, the Board
recommended that the Committee reconsider Mr. Decherd's stock option and
restricted share awards. In light of the Board's action in realigning Mr.
Decherd's base salary and bonus opportunity, the Committee awarded Mr. Decherd
amounts of stock options and restricted shares, as of December 16, 1992, which
were consistent with the target percentiles reflected in the compensation
surveys then considered by the Committee. In December 1993, the Committee
awarded Mr. Decherd stock options for 26,100 Series A shares and 7,272 Series A
restricted shares. These amounts correspond to target percentiles indicated by
the compensation surveys.

Mr. Decherd's bonus amount was determined solely in relation to the
consolidated financial performance of the Company and its subsidiaries. Because
the consolidated financial performance of the Company exceeded the maximum level
established with respect to Mr. Decherd's annual bonus opportunity, Mr. Decherd
received 150% of the applicable target bonus amount.

ONE MILLION DOLLAR LIMIT ON THE DEDUCTIBILITY OF EXECUTIVE COMPENSATION

The Omnibus Budget Reconciliation Act of 1993 placed a one million dollar
limit on the deductibility of certain compensation paid to the Chief Executive
Officer and the Senior Executives for tax years beginning on or after January 1,
1994. Certain compensation, including performance-based compensation meeting
specified requirements, is exempt from the limit. Under transitional regulations
issued by the Internal Revenue Service, stock options issued under the Plan
would be exempt from the limit at least until the Company's 1997 Annual Meeting
of Shareholders. The Committee is in the process of evaluating the effects of
the limit on executive compensation and has not yet determined how the Company
will respond to this new limit.

Respectfully submitted,

COMPENSATION COMMITTEE

John W. Bassett, Jr.
William H. Seay
J. McDonald Williams, Chairman

OTHER NON-EMPLOYEE DIRECTORS

Joe M. Dealey
Dealey D. Herndon
Lester A. Levy
James M. Moroney, Jr.
Reece A. Overcash, Jr.
Hugh G. Robinson
William T. Solomon
Thomas B. Walker, Jr.

21
<PAGE> 24

PERFORMANCE GRAPH

The following graph compares the annual cumulative total shareholder return
on an investment of $100 on December 31, 1988 in the Company's Series A shares,
based on the market price of the Series A shares and assuming reinvestment of
dividends, with the cumulative total return of a similar investment in companies
on the Standard & Poor's 500 Stock Index and in a group of peer companies
selected by the Company on a line-of-business basis and weighted for market
capitalization. Peer companies included are: Central Newspapers, Inc.; Dow Jones
& Company, Inc.; Knight-Ridder, Inc.; Lee Enterprises; McClatchy Newspapers;
Media General, Inc.; Multimedia, Inc.; The New York Times Company; Park
Communications, Inc.; Pulitzer Publishing Company; The E. W. Scripps Company;
Gannett Company, Inc.; The Times Mirror Company; Tribune Company; and The
Washington Post Company. Affiliated Publications, Inc., previously included in
the peer group, was acquired by The New York Times Company during 1993. The
Company is also included in the calculations of peer group cumulative total
shareholder return on investment.

[PASTE-UP STOCK PERFORMANCE GRAPH]

ANNUAL REPORT ON FORM 10-K

UPON WRITTEN REQUEST OF ANY BENEFICIAL SHAREHOLDER OR SHAREHOLDER OF
RECORD, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1993 (INCLUDING THE EXHIBITS, FINANCIAL STATEMENTS, AND THE
SCHEDULES THERETO) REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 13A-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934, MAY
BE OBTAINED, WITHOUT CHARGE, FROM MICHAEL J. McCARTHY, SECRETARY, COMMUNICATIONS
CENTER, 400 SOUTH RECORD STREET, DALLAS, TEXAS 75202.

22
<PAGE> 25

INDEPENDENT AUDITORS

Ernst & Young, independent auditors, served as independent auditors for the
Company for the fiscal year ended December 31, 1993, and will serve in such
capacity for the current fiscal year. Representatives of Ernst & Young will be
present at the Annual Meeting, will have the opportunity to make a statement if
they desire to do so, and will be available to respond to appropriate questions
presented at the Annual Meeting.

SHAREHOLDER PROPOSALS

Shareholder proposals to be presented at the 1995 Annual Meeting of
Shareholders, for inclusion in the Company's Proxy Statement and form of Proxy
relating to that meeting, must be received by the Company at its offices in
Dallas, Texas, addressed to the Secretary of the Company, not later than
December 1, 1994. Such proposals must comply with the Bylaws of the Company and
the requirements of Regulation 14A of the Securities Exchange Act of 1934.

OTHER MATTERS

At the date of this Proxy Statement, management was not aware that any
matters not referred to in this Proxy Statement would be presented for action at
the meeting. If any other matters should come before the meeting, the persons
named in the accompanying form of Proxy will have discretionary authority to
vote all proxies in accordance with their best judgment, unless otherwise
restricted by law.

By Order of the Board of Directors

MICHAEL J. McCARTHY
Secretary

Dated: March 31, 1994