<PAGE> 1
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
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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
COMPENSATION AWARDS
--------------------
ANNUAL COMPENSATION 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
18
<PAGE> 21
their bonus amounts. If performance falls between the minimum level and the
target level, participants receive 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
19
<PAGE> 22
future values of such options, based on the indicated assumptions.) The
Committee has never granted options 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.
STOCK PERFORMANCE GRAPH
<TABLE>
<CAPTION>
A.H. BELO S&P 500 PEER
CORPORATION INDEX GROUP
----------- ------- -----
<S> <C> <C> <C>
December 31, 1988 ......................... 100 100 100
December 31, 1989 ......................... 167 132 122
December 31, 1990 ......................... 142 127 95
December 31, 1991 ......................... 143 166 112
December 31, 1992 ......................... 193 179 128
December 31, 1993 ......................... 246 197 149
</TABLE>
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
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<PAGE> 26
APPENDIX
Graphic and Image Material
Pages 7-10 of the Proxy Statement contain biographical descriptions of each of
the current directors and nominees. There is a picture of each of these
individuals in the left-hand margin adjacent to the biographical description of
that individual.
<PAGE> 27
PROXY A. H. BELO CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF A. H. BELO
CORPORATION
The undersigned hereby appoints Robert W. Decherd and Ward L. Huey, Jr., or
any one or both of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes each of them to represent and to vote as
designated below all the shares of Common Stock of A. H. Belo Corporation held
of record by the undersigned on March 18, 1994, at the Annual Meeting of
Shareholders to be held on May 4, 1994, or any adjournment thereof.
1. ELECTION OF DIRECTORS: Class II (Term expires in 1997). Robert W. Decherd,
Arturo Madrid, Reece A. Overcash, Jr., William T. Solomon, and Thomas B.
Walker, Jr.
<TABLE>
<C> <C>
/ /FOR the five nominees listed above / / WITHHOLD AUTHORITY to vote for
(except as marked to the contrary below) the five nominees listed above
</TABLE>
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
- --------------------------------------------------------------------------------
2. At the discretion of such Proxies, on any other matter that properly may come
before the meeting or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1.
(continued and to be signed on the reverse side)
Please sign exactly as name appears. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation,
please sign in full corporate name by President or other authorized officer.
If a partnership, please sign in partnership name by authorized person.
Dated , 1994
Signature
Signature if held jointly
PLEASE MARK, SIGN, DATE,
AND RETURN THE PROXY CARD
PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE> 28
TO PARTICIPANTS IN THE A. H. BELO CORPORATION EMPLOYEE SAVINGS AND INVESTMENT
PLAN:
As a participant in the Plan with full shares of the Company's Common Stock
allocated to your account as of March 18, 1994, you may instruct the Trustee how
to vote such shares at the Annual Meeting of Shareholders to be held May 4,
1994.
Your instructions to the Trustee will be held in strict confidence and will
be made available only to the inspectors of election at the Annual Meeting, none
of whom is an employee of the Company. Under the terms of the Plan, you have the
right to give voting instructions for all shares allocated to your account.
Please use the other side of this form in giving your instructions.
Any shares held by the Trustee as to which it has not received voting
instructions by May 4, 1994, will be voted in the same manner, proportionately,
as the shares as to which voting instructions have been received. Any shares
held by the Trustee as to which it has been instructed to sign the Board of
Directors proxy, with no additional instructions to the contrary indicated, will
be voted FOR Item 1, the election of Class II Directors.
MELLON BANK, N.A.
Trustee
(continued and to be signed on the reverse side)
<TABLE>
<S> <C>
To Mellon Bank, N.A.: You are hereby instructed to sign the Board of PROXY Directors PROXY
proxy. You are further instructed to direct the proxy holders to vote as follows: PLEASE MARK YOUR CHOICE LIKE
THIS - IN BLUE OR BLACK INK.
/ / ------------------
ACCOUNT NUMBER
</TABLE>
Item 1 -- ELECTION OF DIRECTORS: Class II (Term expires in 1997).
Robert W. Decherd, Arturo Madrid, Reece A. Overcash, Jr., William T. Solomon,
and Thomas B. Walker, Jr.
<TABLE>
<S> <C> <C>
FOR the five nominees listed above WITHHOLD AUTHORITY to vote INSTRUCTIONS: To withhold authority to
(except as marked to the contrary in for the five nominees listed above vote from any individual nominee, write
the space provided to the right) the nominee's name in the space provided below.
/ / / /
</TABLE>
Item 2 -- At the discretion of such Proxies, on any other matter that properly
may come before the meeting or any adjournment thereof.
I hereby authorize Mellon Bank, N.A., as Trustee
under the Employee Savings and Investment Plan, to
vote the shares of Common Stock held for my account
under the Plan at the Annual Meeting in accordance
with the instructions given above. Mellon Bank,
N.A. has appointed Chemical Bank as Agent to tally
the votes.
Dated , 1994
Signature
