<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1995.
Registration No. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________________________
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 Number)
COMMUNICATIONS CENTER
400 SOUTH RECORD STREET
DALLAS, TEXAS 75202
(Address of Principal Executive Offices) (Zip Code)
__________________
A.H. BELO CORPORATION
1995 EXECUTIVE COMPENSATION PLAN
(Full title of the plan)
________________
MICHAEL J. MCCARTHY
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
A.H. BELO CORPORATION
COMMUNICATIONS CENTER
400 SOUTH RECORD STREET
DALLAS, TEXAS 75202
(214) 977-6606
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
___________________________________________________
Copy to:
GUY KERR
LOCKE PURNELL RAIN HARRELL
(A PROFESSIONAL CORPORATION)
2200 ROSS AVENUE
SUITE 2200
DALLAS, TEXAS 75201
(214) 740-8000
<TABLE>
<CAPTION>
========================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered * Offering Price per Aggregate Offering Registration Fee **
Share ** Price**
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A Common
Stock, $1.67 par
value * An aggregate of
------------------------ 8,000,000 shares $30.0625 $120,250,008 $41,465.52
Series B Common
Stock, $1.67 par
value *
========================================================================================================================
</TABLE>
* Shares of Series A Common Stock and Series B Common Stock are identical
except that Series B shares are entitled to ten votes per share on all matters
submitted to shareholders while Series A shares are entitled to one vote per
share. Transferability of the Series B shares is limited to family members and
affiliated entities of the holder. Series B shares are convertible at any time
on a one-for-one basis into Series A shares, and upon a transfer other than as
described above Series B shares automatically convert into Series A shares.
Amount registered includes up to 4,000,000 shares of Series A Common Stock
reserved for issuance solely upon conversion of the Series B shares registered
hereby.
** Estimated solely for the purpose of calculating the registration fee. This
fee was calculated pursuant to Rule 457(h) and (i) under the Securities Act of
1933, as amended, on the basis of the average of the high and low prices for
the Series A Common Stock on the New York Stock Exchange on July 25, 1995.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information specified by Item 1 of Part I of Form S-8 is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended, and the introductory note to Part I of Form
S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The information specified by Item 2 of Part I of Form S-8 is omitted
from this filing in accordance with the provisions of Rule 428 under the
Securities Act of 1933, as amended, and the introductory note to Part I of Form
S-8.
I-1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents set forth below are hereby incorporated by reference in
this Registration Statement. All documents subsequently filed by A.H. Belo
Corporation (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment that indicates that the securities
offered hereby have been sold or which deregisters the securities offered
hereby then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof commencing on the
respective dates on which such documents are filed.
(1) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
(2) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report referred to in (1) above.
(3) The description of the Company's Series A Common Stock
and Series B Common Stock contained in the Company's Form 8-B
Registration Statement dated August 10, 1987 and filed with the
Commission, as amended by the Company's Form 8-K Current Report dated
May 4, 1988 and filed with the Commission, including any amendments or
reports filed for the purposes of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Members of the law firm of Locke Purnell Rain Harrell (A Professional
Corporation), other than attorneys involved in the preparation of this
Registration Statement, own or have an indirect interest in Common
Stock of the Company the fair market value of which exceeds $50,000.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law, the
Company's Certificate of Incorporation contains a provision
eliminating the monetary liability of a director for breach of
fiduciary duty, subject to certain exceptions. The provision does not
eliminate a director's liability for (i) breaches of the director's
duty of loyalty to the Company or its shareholders, (ii) acts or
omissions not in good faith or involving intentional misconduct or a
knowing violation of law, (iii) the payment of unlawful dividends or
unlawful stock repurchases or redemptions, or (iv) any transaction
from which the director derived an improper personal benefit.
Furthermore, the provision does not limit equitable remedies, such as
an injunction or rescission for breach of a director's fiduciary duty
of care.
The Delaware General Corporation Law permits, and in some
cases requires, corporations to indemnify directors and officers who
are or have been a party or are threatened to be made a party to
litigation against certain expenses, judgments, fines, settlements,
and other amounts under certain circumstances.
II-1
<PAGE> 4
Article XI of the Company's Bylaws provides for
indemnification of and advancement of expenses to directors, officers,
employees, and agents to the fullest extent authorized or permitted by
the Delaware General Corporation Law. The Bylaws also provide
specific authorization for the Company to purchase officers' and
directors' liability insurance.
The Company has in force an officers' and directors' liability
insurance policy insuring, up to specified amounts and with specified
exceptions, directors and officers and former directors and officers
of the Company and its subsidiaries against damages, judgments,
settlements and costs for which they are not indemnified by the
Company that any such persons may become legally obligated to pay on
account of claims made against them for any error, misstatement or
misleading statement, act or omission, or neglect or breach of duty
committed, attempted or allegedly committed or attempted by such
persons in the discharge of their duties to the Company in their
capacities as directors or officers, or any matter claimed against
them solely by reason of their serving in such capacities. The
officers' and directors' liability insurance policy also insures the
Company, up to specified amounts and with specified exceptions,
against any indemnification payments made by the Company to directors
and officers and former directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
-------------- -----------
<S> <C>
4.1 Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K dated March 19, 1992 (the "1991 Form 10-K")).
4.2 Certificate of Correction to Certificate of Incorporation dated May 13, 1987 (incorporated by
reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K dated March 18, 1993 (the
"1992 Form 10-K")).
4.3 Certificate of Designation of Series A Junior Participating Preferred Stock of the Company
dated April 16, 1987 (incorporated by reference to Exhibit 3.3 to the 1991 Form 10-K).
4.4 Certificate of Amendment of Certificate of Incorporation of the Company dated May 4, 1988
(incorporated by reference to Exhibit 3.4 to the 1992 Form 10-K).
4.5 Certificate of Amendment to Certificate of Incorporation of the Company dated May 10, 1995.
4.6 Amended Certificate of Designation of Series A Junior Participating Preferred Stock of the
Company dated May 4, 1988 (incorporated by reference to Exhibit 3.5 to the 1992 Form 10-K).
4.7 Certificate of Designation of Series B Common Stock of the Company dated May 4, 1988
(incorporated by reference to Exhibit 3.6 to the 1992 Form 10-K).
</TABLE>
II-2
<PAGE> 5
<TABLE>
<S> <C>
4.8 Bylaws of the Company, effective February 22, 1995 (incorporated by reference to Exhibit 3.7 to
the Company's Annual Report on Form 10-K dated March 8, 1995 (the "1994 Form 10-K")).
4.9 Specimen Form of Certificate representing shares of the Company's Series A Common Stock
(incorporated by reference to Exhibit 4.2 to the 1992 Form 10-K).
4.10 Specimen Form of Certificate representing shares of the Company's Series B Common Stock
(incorporated by reference to Exhibit 4.3 to the Company's Annual Report on Form 10-K dated
March 20, 1989).
4.11 Form of Rights Agreement dated March 10, 1986 between the Company and RepublicBank Dallas,
National Association as Rights Agent, which includes as Exhibit B thereto the Form of Right
Certificate (incorporated by reference to Exhibit 4.8 to the 1991 Form 10-K).
4.12 Supplement No. 1 to Rights Agreement dated April 9, 1987 (incorporated by reference to Exhibit
4.9 to the 1991 Form 10-K).
4.13 Supplement No. 2 to Rights Agreement dated May 6, 1987 (incorporated by reference to Exhibit
4.9 to the 1992 Form 10-K).
4.14 Supplement No. 3 to Rights Agreement dated May 19, 1988 (incorporated by reference to Exhibit
4.10 to the 1992 Form 10-K).
4.15 Supplement No. 4 to Rights Agreement dated December 12, 1988 substituting Manufacturers Hanover
Trust Company as Rights Agent (incorporated by reference to Exhibit 4.8 to the Company's Annual
Report on Form 10-K dated March 18, 1994).
4.16 Supplement No. 5 to Rights Agreement (incorporated by reference to Exhibit 4.1 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1993).
4.17 Supplement No. 6 to Rights Agreement (incorporated by reference to Exhibit 4.10 to the 1994
Form 10-K).
4.18 A.H. Belo Corporation 1995 Executive Compensation Plan.
5.1 Opinion of Locke Purnell Rain Harrell (A Professional Corporation).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Locke Purnell Rain Harrell (A Professional Corporation) (included in opinion filed
as Exhibit 5.1).
24 Power of Attorney (included on the signature page of this Registration Statement).
</TABLE>
II-3
<PAGE> 6
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the
"Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange
Commission by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Act, each such post-effective amendment
shall be deemed to be a new registration statement
relating to the securities offered therein, and the
offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under
the Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising
under the Act may be permitted to directors, officers
and controlling persons of the Company pursuant to
the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the
Securities and Exchange Commission such
indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the Company of
expenses incurred or paid by a director, officer or
controlling person of the Company in the successful
defense of any action, suit or proceeding) is
asserted by such director, officer or controlling
person in connection with the securities being
registered, the Company will, unless in the opinion
of its counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in the Act and will be governed by the
final adjudication of such issue.
II-4
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert W. Decherd, Ward L. Huey, Jr. and
Michael J. McCarthy, each of them or any one of them, as his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, to execute in the name and on behalf of such person, in any and
all capacities, any or all amendments (including post-effective amendments) to
this Registration Statement now or hereafter filed by or on behalf of A.H. Belo
Corporation (the "Company") covering securities issued or issuable under or in
connection with the Company's 1995 Executive Compensation Plan (as now or
hereafter amended) and to file the same, with all exhibits thereto, and other
documents required in connection therewith, with the Securities and Exchange
Commission and any state or other securities authority, granting unto said
attorneys-in-fact and agents, and each of them or any of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, and each of them or any
one of them, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Form S-8
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on the 26th day of
July, 1995.
A.H. BELO CORPORATION
By: /s/ Michael J. McCarthy
---------------------------------
Michael J. McCarthy
Senior Vice President,
General Counsel and Secretary
II-5
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, this Form
S-8 Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert W. Decherd Chairman of the Board, President July 26, 1995
---------------------------------- and Chief Executive Officer
Robert W. Decherd (Principal Executive Officer)
/s/ Ward L. Huey, Jr. Vice Chairman of the Board July 26, 1995
---------------------------------- and President of the Company's
Ward L. Huey, Jr. Broadcast Division
/s/ Burl Osborne Director, Publisher and Editor, July 26, 1995
---------------------------------- The Dallas Morning News
Burl Osborne
/s/ John W. Bassett, Jr. Director July 26, 1995
----------------------------------
John W. Bassett, Jr.
Director July __, 1995
----------------------------------
Judith L. Craven, M.D., M.P.H.
/s/ Dealey D. Herndon Director July 26, 1995
----------------------------------
Dealey D. Herndon
/s/ Lester A. Levy Director July 26, 1995
----------------------------------
Lester A. Levy
/s/ James M. Moroney, Jr. Director and Former July 26, 1995
---------------------------------- Chairman of the Board
James M. Moroney, Jr.
/s/ Hugh G. Robinson Director July 26, 1995
----------------------------------
Hugh G. Robinson
/s/ William T. Solomon Director July 26, 1995
----------------------------------
William T. Solomon
/s/ Thomas B. Walker, Jr. Director July 26, 1995
----------------------------------
Thomas B. Walker, Jr.
/s/ J. McDonald Williams Director July 26, 1995
----------------------------------
J. McDonald Williams
/s/ Arturo Madrid, Ph.D. Director July 26, 1995
----------------------------------
Arturo Madrid, Ph.D.
/s/ Michael D. Perry Senior Vice President July 26, 1995
---------------------------------- and Chief Financial Officer
Michael D. Perry (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Dunia A. Shive Vice President and Controller July 26, 1995
----------------------------------
Dunia A. Shive
</TABLE>
II-6
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
EXHIBIT NUMBER DESCRIPTION PAGE
-------------- ----------- ------------
<S> <C> <C>
4.1 Certificate of Incorporation of the Company (incorporated N/A
by reference to Exhibit 3.1 to the Company's Annual Report on
Form 10-K dated March 19, 1992 (the "1991 Form 10-K"))
4.2 Certificate of Correction to Certificate of Incorporation N/A
dated May 13, 1987 (incorporated by reference to Exhibit 3.2
to the Company's Annual Report on Form 10-K dated March 18,
1993 (the "1992 Form 10-K"))
4.3 Certificate of Designation of Series A Junior Participating N/A
Preferred Stock of the Company dated April 16, 1987 (incorporated
by reference to Exhibit 3.3 to the 1991 Form 10-K)
4.4 Certificate of Amendment of Certificate of Incorporation of N/A
the Company dated May 4, 1988 (incorporated by reference to
Exhibit 3.4 to the 1992 Form 10-K)
4.5 Certificate of Amendment to Certificate of Incorporation of the
Company dated May 10, 1995
4.6 Amended Certificate of Designation of Series A Junior Participating N/A
Preferred Stock of the Company dated May 4, 1988 (incorporated by
reference to Exhibit 3.5 to the 1992 Form 10-K)
4.7 Certificate of Designation of Series B Common Stock of the N/A
Company dated May 4, 1988 (incorporated by reference to
Exhibit 3.6 to the 1992 Form 10-K)
4.8 Bylaws of the Company, effective February 22, 1995 (incorporated N/A
by reference to Exhibit 3.7 to the Company's Annual Report on
Form 10-K dated March 8, 1995 (the "1994 Form 10-K")).
4.9 Specimen Form of Certificate representing shares of the Company's N/A
Series A Common Stock (incorporated by reference to Exhibit 4.2 to
the 1992 Form 10-K)
4.10 Specimen Form of Certificate representing shares of the Company's N/A
Series B Common Stock (incorporated by reference to Exhibit 4.3 to
the Company's Annual Report on Form 10-K dated March 20, 1989)
4.11 Form of Rights Agreement dated March 10, 1986 between the Company N/A
and RepublicBank Dallas, National Association as Rights Agent,
which includes as Exhibit B thereto the Form of Right Certificate
(incorporated by reference to Exhibit 4.8 to the 1991 Form 10-K)
4.12 Supplement No. 1 to Rights Agreement dated April 9, 1987 N/A
(incorporated by reference to Exhibit 4.9 to the 1991
Form 10-K)
</TABLE>
<PAGE> 10
<TABLE>
<S> <C> <C>
4.13 Supplement No. 2 to Rights Agreement dated May 6, 1987 (incorporated N/A
by reference to Exhibit 4.9 to the 1992 Form 10-K)
4.14 Supplement No. 3 to Rights Agreement dated May 19, 1988 (incorporated N/A
by reference to Exhibit 4.10 to the 1992 Form 10-K)
4.15 Supplement No. 4 to Rights Agreement dated December 12, 1988 N/A
substituting Manufacturers Hanover Trust Company as Rights Agent
(incorporated by reference to Exhibit 4.8 to the Company's Annual
Report on Form 10-K dated March 18, 1994)
4.16 Supplement No. 5 to Rights Agreement (incorporated by reference N/A
to Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1993)
4.17 Supplement No. 6 to Rights Agreement (incorporated by reference N/A
to Exhibit 4.10 to the 1994 Form 10-K)
4.18 A.H. Belo Corporation 1995 Executive Compensation Plan
5.1 Opinion of Locke Purnell Rain Harrell (A Professional Corporation)
23.1 Consent of Ernst & Young LLP
23.2 Consent of Locke Purnell Rain Harrell (A Professional Corporation) N/A
(included in opinion filed as Exhibit 5.1)
24 Power of Attorney (included on the signature page of this Registration N/A
Statement)
</TABLE>
<PAGE> 1
EXHIBIT 4.5
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
A. H. Belo Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the corporation
held on February 22, 1995, resolutions were duly adopted setting forth a
proposed amendment of the Certificate of Incorporation of the corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of the corporation for consideration thereof. The proposed
amendment, in the form adopted by the Board of Directors of the corporation, is
as set forth in Appendix A to this Certificate.
SECOND: That at the next annual meeting of the stockholders of the
corporation thereafter duly convened and held, upon notice in accordance with
Section 222 of the General Corporation Law of the State of Delaware, the
necessary number of shares as required by statute and by the corporation's
Certificate of Incorporation were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of the corporation shall not be reduced under
or by reason of said amendment.
IN WITNESS WHEREOF, the corporation has caused this Certificate to be
duly executed by its Chairman of the Board and attested to by its Secretary,
and caused its corporate seal to be affixed hereto as of the 3rd day of May,
1995.
A. H. BELO CORPORATION
By: /Robert W. Decherd
--------------------------
Chairman of the Board
[Corporate Seal]
ATTEST: /Michael J. McCarthy
------------------------
Secretary
<PAGE> 2
THE STATE OF TEXAS )
)
COUNTY OF DALLAS )
On the 3rd day of May , 1995, before me personally appeared Robert W.
Decherd, the Chairman of the Board of A. H. Belo Corporation, to me known to be
the person described in and who executed the foregoing instrument, and
acknowledged that he executed the same in the capacity indicated, that it is
the act and deed of such corporation, and that the facts stated therein are
true.
/Pamela Lynne Roach
-----------------------------
Notary Public
My Commission Expires:
November 23, 1997 /Pamela Lynne Roach
-----------------------------
Print Name
<PAGE> 3
APPENDIX A
AMENDMENT TO THE CERTIFICATE OF INCORPORATION
OF A. H. BELO CORPORATION
The third paragraph of Article Four, Section 1, shall be deleted and replaced
with the following:
If the shares are issued in two or more series, the remaining
shares of Common Stock may be issued by the Board of Directors as
shares of Series A Common Stock (herein called "Series A Stock"),
and/or designated and issued as shares of Series B Common Stock
(herein called "Series B Stock"), and/or as shares of Series C Common
Stock (herein called "Series C Stock"). After completion of the
initial distribution of Series B Stock, the corporation shall not
issue any additional shares of Series B Stock if such issuance would
result in the Series A Stock being excluded from trading on the New
York Stock Exchange, the American Stock Exchange, and other national
stock exchanges and also being excluded from quotation on the NASDAQ
(as defined herein) or any other national quotation system then in
use. Subject to the foregoing, the Board of Directors shall have the
authority to fix the number of shares constituting any such series,
and to increase or decrease the number of shares of any series prior
to or after the issuance of shares of that series, but not below the
number of shares of such series then outstanding. In case the number
of shares of any series shall be so decreased, the shares constituting
such decrease shall resume the status of authorized but unissued
shares of Common Stock.
<PAGE> 1
Exhibit 4.18
A. H. BELO CORPORATION
1995 EXECUTIVE COMPENSATION PLAN
A. H. Belo Corporation, a Delaware corporation (the "Company"), hereby
establishes the A. H. Belo Corporation 1995 Executive Compensation Plan (the
"Plan"), effective as of January 1, 1995, subject to shareholder approval.
1. Purpose. The purpose of the Plan is to attract and retain the
best available talent and encourage the highest level of performance by
directors, executive officers and selected employees, and to provide them
incentives to put forth maximum efforts for the success of the Company's
business, in order to serve the best interests of the Company and its
shareholders.
2. Definitions. The following terms, when used in the Plan with
initial capital letters, will have the following meanings:
(a) "Appreciation Right" means a right granted pursuant
to Paragraph 7.
(b) "Award" means an Executive Compensation Plan Bonus,
an Appreciation Right, a Stock Option, a Performance Unit or a grant
or sale of Restricted Stock.
(c) "Board" means the Board of Directors of the Company.
(d) "Change in Control" means the first to occur of the
events described in (i) through (iv) below, unless the Board has
adopted a resolution prior to or promptly following the occurrence of
any such event stipulating, conditionally, temporarily or otherwise,
that any such event will not result in a change in control of the
Company:
(i) the commencement of, or first public
announcement of the intention of any person or group (within
the meaning of Section 3(b) of and Rule 13d-5(b) promulgated
under the Securities Exchange Act of 1934, as amended,
respectively) to commence, a tender offer or exchange offer
(other than an offer by the Company or any Subsidiary) for
all, or any part of, the Common Stock;
(ii) the public announcement by the Company or by
any group (as defined in clause (i) above), entity or person
(other than the Company, any Subsidiary, or any savings,
pension or other benefit plan for the benefit of employees of
the Company or any Subsidiary) which, through a transaction or
series of transactions has acquired,
1
<PAGE> 2
directly or indirectly, beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934, as amended) of more than 30% of the
total number of shares of Common Stock that such group, entity
or person has become such a beneficial owner;
(iii) the approval by the Company's shareholders
(or, if such approval is not required, the consummation) of a
merger in which the Company does not survive as an independent
publicly owned corporation, a consolidation, or a sale,
exchange, or other disposition of all or substantially all the
Company's assets; or
(iv) a change in the composition of the Board
during any period of two consecutive years such that
individuals who at the beginning of such period were members
of the Board cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for
election by the Company's shareholders, of each new director
was approved by a vote of at least two-thirds of the directors
then still in office who were directors at the beginning of
such period.
(e) "Code" means the Internal Revenue Code of 1986, as in
effect from time to time.
(f) "Committee" means the Compensation Committee of the
Board and, to the extent the administration of the Plan has been
assumed by the Board pursuant to Paragraph 15, the Board.
(g) "Common Stock" means the Series A Common Stock, par
value $1.67 per share, and the Series B Common Stock, par value $1.67
per share, of the Company or any security into which such Common Stock
may be changed by reason of any transaction or event of the type
described in Paragraph 12. Shares of Common Stock issued or
transferred pursuant to the Plan will be shares of Series A Common
Stock or Series B Common Stock, as determined by the Committee in its
discretion. Notwithstanding the foregoing, the Committee will not
authorize the issuance or transfer of Series B Common Stock if the
Committee determines that such issuance or transfer would cause the
Series A Common Stock to be excluded from trading in the principal
market in which the Common Stock is then traded.
(h) "Date of Grant" means (i) with respect to
Participants, the date specified by the Committee on which a grant of
Stock Options, Appreciation Rights or Performance Units or a grant or
sale of Restricted Stock will become effective (which date will not be
earlier than the date on which the Committee takes action with respect
thereto) and (ii) with respect to Directors, the date of the
applicable annual meeting of shareholders of the Company as specified
in Paragraph 6.
(i) "Director" means a member of the Board who is not a
regular full-time employee of the Company or any Subsidiary.
2
<PAGE> 3
(j) "Executive Compensation Plan Bonus" means the right
to receive an annual incentive compensation payment made pursuant to
and subject to the conditions set forth in Paragraph 10.
(k) "Grant Price" means the price per share of Common
Stock at which an Appreciation Right not granted in tandem with a
Stock Option is granted.
(l) "Management Objectives" means the objectives, if any,
established by the Committee for a Performance Period that are to be
achieved with respect to an Award granted to a Participant under the
Plan. Management Objectives may be described in terms of Company-wide
objectives or in terms of objectives that are related to performance
of the division, Subsidiary, department or function within the Company
or a Subsidiary in which the Participant receiving the Award is
employed or on which the Participant's efforts have the most
influence. The Management Objectives established by the Committee for
any Performance Period under the Plan will consist of one or more of
the following:
(i) earnings per share and/or growth in earnings per
share in relation to target objectives;
(ii) cash flow and/or growth in cash flow in relation
to target objectives;
(iii) net income and/or growth in net income in relation
to target objectives, excluding the effect of extraordinary
items;
(iv) total shareholder return (measured as the total of
the appreciation of and dividends declared on the Common
Stock) in relation to target objectives;
(v) return on invested capital in relation to target
objectives;
(vi) return on shareholder equity in relation to target
objectives; and
(vii) return on assets in relation to target objectives.
Management Objectives may be established in absolute terms or relative
to the performance of a specified group of other companies. The
Committee may adjust Management Objectives and any minimum acceptable
level of achievement with respect to any Management Objectives if, in
the sole judgment of the Committee, events or transactions have
occurred after the establishment of the Management Objectives
(including without limitation any change in accounting standards by
the Financial Accounting Standards Board) which are unrelated to
performance and result in a distortion of the Management Objectives or
such minimum acceptable level of achievement.
(m) "Market Value per Share" means, at any date, the
closing sale price of the Common Stock on that date (or, if there are
no sales on that date, the last preceding date on which there was a
sale) in the principal market in which the Common Stock is traded.
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<PAGE> 4
(n) "Option Price" means the purchase price per share
payable on exercise of a Stock Option.
(o) "Participant" means a person who is selected by the
Committee to receive benefits under the Plan and who is at that time
an executive officer or other key employee of the Company or any
Subsidiary. Except for Stock Options granted to Directors pursuant to
Paragraph 6, a Director will not receive benefits under the Plan.
(p) "Performance Period" means, with respect to an Award,
a period of time established by the Committee within which the
Management Objectives relating to such Award are to be measured. The
Performance Period for an Executive Compensation Plan Bonus will be a
period of 12 months. The Performance Period for all other Awards will
be a period of not less than three years.
(q) "Performance Unit" means a unit equivalent to $100
(or such other value as the Committee determines) granted pursuant to
Paragraph 9.
(r) "Restricted Stock" means shares of Common Stock
granted or sold pursuant to Paragraph 8 as to which neither the
ownership restrictions nor the restrictions on transfer referred to
therein has expired.
(s) "Rule 16b-3" means Rule 16b-3 under the Section 16 of
the Securities Exchange Act of 1934, as amended, as such Rule is in
effect from time to time.
(t) "Spread" means the excess of the Market Value per
Share on the date an Appreciation Right is exercised over (i) the
Option Price provided for in the related Stock Option or (ii) if there
is no tandem Stock Option, the Grant Price provided for in the
Appreciation Right, multiplied by the number of shares of Common Stock
in respect of which the Appreciation Right is exercised.
(u) "Stock Option" means the right to purchase a share of
Common Stock upon exercise of an option granted pursuant to Paragraph
5 or Paragraph 6.
(v) "Subsidiary" means any corporation, partnership,
joint venture or other entity in which the Company owns or controls,
directly or indirectly, not less than 50% of the total combined voting
power or equity interests represented by all classes of stock issued
by such corporation, partnership, joint venture or other entity.
3. Shares Available Under Plan. Subject to adjustment as
provided in Paragraph 12, the shares of Common Stock which may be issued or
transferred and covered by outstanding Awards granted under the Plan will not
exceed in the aggregate 2,000,000 shares. Such shares may be shares of
original issuance or treasury shares or a combination of the foregoing. Upon
exercise of any Appreciation Rights that are paid in shares of Common Stock,
there will be deemed to have been delivered under the Plan for purposes of this
Paragraph 3 only the number of shares of Common Stock paid to the Participant,
and the balance (if any) of the shares of Common Stock covered by the
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<PAGE> 5
Appreciation Rights or the related Stock Options will remain available for
issuance under the Plan. Upon exercise of any Appreciation Rights that are
paid in cash, the total number of shares of Common Stock covered by the
Appreciation Rights or the related Stock Options will remain available for
issuance under the Plan. Subject to the provisions of the preceding sentences,
any shares of Common Stock which are subject to Stock Options or Appreciation
Rights or are granted or sold as Restricted Stock that are terminated,
unexercised, forfeited or surrendered or which expire for any reason will again
be available for issuance under the Plan.
4. Limitations on Awards. Subject to adjustment as provided in
Paragraph 12, awards under the Plan will be subject to the following
limitations:
(a) Of the aggregate 2,000,000 shares reserved for
issuance under the Plan, no more than 600,000 shares of Common Stock
will be issued or transferred as Restricted Stock.
(b) No more than 2,000,000 shares of Common Stock
reserved for issuance under the Plan will be issued under Stock
Options.
(c) The maximum aggregate number of shares of Common
Stock that may be subject to Stock Options, Appreciation Rights and
Restricted Stock granted to a Participant during any calendar year
will not exceed 100,000 shares. The foregoing limitation will apply
to the grant of Appreciation Rights whether the Spread on exercise is
paid in cash or in shares of Common Stock.
(d) The maximum aggregate cash value of payments to any
Participant for any Performance Period pursuant to an award of
Performance Units will not exceed $3,000,000.
(e) The payment of an Executive Compensation Plan Bonus
to any Participant will not exceed 100% of the Participant's regular
base salary as of the first day of the Performance Period for which
the Executive Compensation Plan Bonus is granted, or if less,
$1,000,000.
5. Stock Options for Participants. The Committee may from time
to time authorize grants to any Participant of options to purchase shares of
Common Stock upon such terms and conditions as it may determine in accordance
with the following provisions:
(a) Each grant will specify the number of shares of
Common Stock to which it pertains.
(b) Each grant will specify the Option Price, which will
not be less than 100% of the Market Value per Share on the Date of
Grant.
(c) Each grant will specify that the Option Price will be
payable (i) in cash or by check acceptable to the Company, (ii) by the
transfer to the Company of shares of Common Stock owned by the
Participant for at least six months (or, with the consent of the
Committee, for less than six months) having an aggregate Market Value
per Share at the date of exercise equal to the aggregate Option Price,
(iii) with the consent of the Committee, by
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<PAGE> 6
authorizing the Company to withhold a number of shares of Common Stock
otherwise issuable to the Participant having an aggregate Market Value
per Share on the date of exercise equal to the aggregate Option Price
or (iv) by a combination of such methods of payment; provided,
however, that the payment methods described in clauses (ii) and (iii)
will not be available at any time that the Company is prohibited from
purchasing or acquiring such shares of Common Stock. Any grant may
provide for deferred payment of the Option Price from the proceeds of
sale through a broker of some or all of the shares to which such
exercise relates.
(d) Successive grants may be made to the same Participant
whether or not any Stock Options previously granted to such
Participant remain unexercised.
(e) Each grant will specify the required period or
periods of continuous service by the Participant with the Company or
any Subsidiary and/or the Management Objectives to be achieved before
the Stock Options or installments thereof will become exercisable, and
any grant may provide for the earlier exercise of the Stock Options in
the event of a Change in Control or other similar transaction or
event.
(f) Stock Options granted under this Paragraph 5 may be
(i) options which are intended to qualify under particular provisions
of the Code, (ii) options which are not intended to so qualify or
(iii) combinations of the foregoing.
(g) No Stock Option will be exercisable more than ten
years from the Date of Grant.
(h) Each grant of Stock Options will be evidenced by an
agreement executed on behalf of the Company by the Chief Executive
Officer (or another officer designated by the Committee) and delivered
to the Participant and containing such terms and provisions,
consistent with the Plan, as the Committee may approve.
6. Stock Options for Directors. Each individual who first
becomes a Director on or after the date of the 1995 annual meeting of
shareholders of the Company will be granted an option to purchase 10,000 shares
of Common Stock on the date of election to the Board. Each Director will also
be granted an additional option to purchase 2,500 shares of Common Stock on the
date of each annual meeting of shareholders following the annual meeting of the
individual's initial election to the Board, provided that such individual
continues to be a Director at the close of business of each such annual
meeting. If a Director is granted an option to purchase shares of Common Stock
under the Company's 1986 Long Term Incentive Plan upon initial election to the
Board or on the date of an annual meeting of shareholders, the option to be
granted pursuant to this Paragraph 6 for the same event will be reduced by the
number of shares of Common Stock covered by the option granted pursuant to the
1986 Long Term Incentive Compensation Plan. For purposes of this Paragraph 6,
the date of an annual meeting of shareholders of the Company is the date on
which the meeting is convened or, if later, the date of the last adjournment
thereof. Each Stock Option granted to a Director will contain the following
terms and conditions:
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<PAGE> 7
(a) Each grant will specify the number of shares of
Common Stock to which it pertains.
(b) Each grant will specify the Option Price, which will
be 100% of the Market Value per Share on the Date of Grant.
(c) Each grant will specify that the Option Price will be
payable (i) in cash or by check acceptable to the Company, (ii) by the
transfer to the Company of shares of Common Stock owned by the
Director for at least six months having an aggregate Market Value per
Share at the date of exercise equal to the aggregate Option Price,
(iii) by authorizing the Company to withhold a number of shares of
Common Stock otherwise issuable to the Director having an aggregate
Market Value per Share on the date of exercise equal to the aggregate
Option Price or (iv) by a combination of such methods of payment;
provided, however, that the payment methods described in clauses (ii)
and (iii) will not be available at any time that the Company is
prohibited from purchasing or acquiring such shares of Common Stock.
Any grant may provide for deferred payment of the Option Price from
the proceeds of sale through a broker of some or all of the shares to
which such exercise relates.
(d) Each grant will specify that the Stock Option may
not be exercised until the first anniversary of the Date of Grant and
will be fully exercisable thereafter, without regard to whether the
Director continues to be a member of the Board on such first
anniversary, until the Stock Option expires by its terms.
(e) Each grant of Stock Options will be evidenced by an
agreement executed on behalf of the Company by the Chief Executive
Officer (or another officer designated by the Committee) and delivered
to the Director and containing such terms and provisions, consistent
with the Plan, as the Committee may approve.
7. Appreciation Rights. The Committee may also from time to time
authorize grants to any Participant of Appreciation Rights upon such terms and
conditions as it may determine in accordance with this Paragraph 7.
Appreciation Rights may be granted in tandem with Stock Options or separate and
apart from a grant of Stock Options. An Appreciation Right will be a right of
the Participant to receive from the Company upon exercise an amount which will
be determined by the Committee at the Date of Grant and will be expressed as a
percentage of the Spread (not exceeding 100%) at the time of exercise. An
Appreciation Right granted in tandem with a Stock Option may be exercised only
by surrender of the related Stock Option. Each grant of an Appreciation Right
may utilize any or all of the authorizations, and will be subject to all of the
limitations, contained in the following provisions:
(a) Each grant will state whether it is made in tandem
with Stock Options and, if not made in tandem with any Stock Options,
will specify the number of shares of Common Stock in respect of which
it is made.
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<PAGE> 8
(b) Each grant made in tandem with Stock Options will
specify the Option Price and each grant not made in tandem with Stock
Options will specify the Grant Price, which in either case will not be
less than 100% of the Market Value per Share on the Date of Grant.
(c) Any grant may specify that the amount payable on
exercise of an Appreciation Right may be paid by the Company in (i)
cash, (ii) shares of Common Stock having an aggregate Market Value per
Share equal to the percentage of the Spread to be paid to the
Participant or (iii) any combination thereof, as determined by the
Committee in its sole discretion at the time of payment.
(d) Any grant may specify that the amount payable on
exercise of an Appreciation Right may not exceed a maximum amount
specified by the Committee at the Date of Grant (valuing shares of
Common Stock for this purpose at their Market Value per Share at the
date of exercise).
(e) Each grant will specify the required period or
periods of continuous service by the Participant with the Company or
any Subsidiary and/or Management Objectives to be achieved before the
Appreciation Rights or installments thereof will become exercisable,
and will provide that no Appreciation Right may be exercised except at
a time when the Spread is positive and, with respect to any grant made
in tandem with Stock Options, when the related Stock Option is also
exercisable. Any grant may provide for the earlier exercise of the
Appreciation Rights in the event of a Change in Control or other
similar transaction or event.
(f) Each grant of an Appreciation Right will be evidenced
by an agreement executed on behalf of the Company by the Chief
Executive Officer (or another officer designated by the Committee) and
delivered to and accepted by the Participant receiving the grant,
which agreement will describe such Appreciation Right, identify any
Stock Option granted in tandem with such Appreciation Right, state
that such Appreciation Right is subject to all the terms and
conditions of the Plan and contain such other terms and provisions,
consistent with the Plan, as the Committee may approve.
8. Restricted Stock. The Committee may also from time to time
authorize grants or sales to any Participant of Restricted Stock upon such
terms and conditions as it may determine in accordance with the following
provisions:
(a) Each grant or sale will constitute an immediate
transfer of the ownership of shares of Common Stock to the Participant
in consideration of the performance of services, entitling such
Participant to voting and other ownership rights, but subject to the
restrictions hereinafter referred to. Each grant or sale may limit
the Participant's dividend rights during the period in which the
shares of Restricted Stock are subject to any such restrictions.
(b) Each grant or sale will specify the Management
Objectives, if any, that are to be achieved in order for the ownership
restrictions to lapse.
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<PAGE> 9
(c) Each such grant or sale may be made without
additional consideration or in consideration of a payment by such
Participant that is less than the Market Value per Share at the Date
of Grant.
(d) Each such grant or sale will provide that the shares
of Restricted Stock covered by such grant or sale will be subject, for
a period to be determined by the Committee at the Date of Grant, to
one or more restrictions, including, without limitation, a restriction
that constitutes a "substantial risk of forfeiture" within the meaning
of Section 83 of the Code and the regulations of the Internal Revenue
Service thereunder, and any grant or sale may provide for the earlier
termination of any such restrictions in the event of a Change in
Control or other similar transaction or event.
(e) Each such grant or sale will provide that during the
period for which such restriction or restrictions are to continue, the
transferability of the Restricted Stock will be prohibited or
restricted in a manner and to the extent prescribed by the Committee
at the Date of Grant (which restrictions may include, without
limitation, rights of repurchase or first refusal in the Company or
provisions subjecting the Restricted Stock to continuing restrictions
in the hands of any transferee).
(f) Each grant or sale of Restricted Stock will be
evidenced by an agreement executed on behalf of the Company by the
Chief Executive Officer (or another officer designated by the
Committee) and delivered to and accepted by the Participant and
containing such terms and provisions, consistent with the Plan, as the
Committee may approve.
9. Performance Units. The Committee may also from time to time
authorize grants to any Participant of Performance Units, which will become
payable upon achievement of specified Management Objectives, upon such terms
and conditions as it may determine in accordance with the following provisions:
(a) Each grant will specify the number of Performance
Units to which it pertains.
(b) Each grant will specify the Management Objectives
that are to be achieved.
(c) Each grant will specify the time and manner of
payment of Performance Units which have become payable, which payment
may be made in (i) cash, (ii) shares of Common Stock having an
aggregate Market Value per Share equal to the aggregate value of the
Performance Units which have become payable or (iii) any combination
thereof, as determined by the Committee in its sole discretion at the
time of payment.
(d) Each grant of a Performance Unit will be evidenced by
an agreement executed on behalf of the Company by the Chief Executive
Officer (or another officer designated by the Committee) and delivered
to and accepted by the Participant and containing such terms and
provisions, consistent with the Plan, as the Committee may approve,
including provisions relating to a Change in Control or other similar
transaction or event.
9
<PAGE> 10
10. Executive Compensation Plan Bonuses. The Committee may from
time to time authorize payment of annual incentive compensation in the form of
an Executive Compensation Plan Bonus to a Participant, which will become
payable upon achievement of specified Management Objectives. Executive
Compensation Plan Bonuses will be payable upon such terms and conditions as the
Committee may determine in accordance with the following provisions:
(a) The Committee will specify the Management Objectives
that are to be achieved by the Participant in order for the
Participant to receive payment of the Executive Compensation Plan
Bonus.
(b) The Committee will specify the time and manner of
payment of an Executive Compensation Plan Bonus which becomes payable,
which payment may be made in (i) cash, (ii) shares of Common Stock
having an aggregate Market Value per Share equal to the aggregate
value of the Executive Compensation Plan Bonus which has become
payable or (iii) any combination thereof, as determined by the
Committee in its sole discretion at the time of payment.
(c) As soon as practicable after the beginning of a
Performance Period, the Committee will notify each Participant of the
terms of the Executive Compensation Plan Bonus program for that
Performance Period, which notification will state that such Executive
Compensation Plan Bonus is subject to all the terms and conditions of
the Plan, and contain such other terms and provisions, consistent with
the Plan, as the Committee may approve.
11. Transferability. Except as otherwise provided in the
agreement evidencing a Participant's Award, (i) no Stock Option, Appreciation
Right, Performance Unit that has not become payable or Executive Compensation
Plan Bonus that has not become payable will be transferable by the Participant
other than by will or the laws of descent and distribution and (ii) no Stock
Option or Appreciation Right granted to the Participant will be exercisable
during the Participant's lifetime by any person other than the Participant, the
Participant's guardian or legal representative. Stock Options granted to
Directors under Paragraph 6 will not be transferable other than by will or the
laws of descent and distribution.
12. Adjustments. The Committee may make or provide for such
adjustments in the maximum number of shares specified in Paragraphs 3 and 4, in
the numbers of shares of Common Stock covered by outstanding Stock Options and
Appreciation Rights granted hereunder, in the Option Price or Grant Price
applicable to any such Stock Options and Appreciation Rights, and/or in the
kind of shares covered thereby (including shares of another issuer), as the
Committee in its sole discretion, exercised in good faith, may determine is
equitably required to prevent dilution or enlargement of the rights of
Participants that otherwise would result from any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital
structure of the Company, merger, consolidation, spin-off, reorganization,
partial or complete liquidation, issuance of rights or warrants to purchase
securities or any other corporate transaction or event having an effect similar
to any of the foregoing.
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<PAGE> 11
13. Fractional Shares. The Company will not be required to issue
any fractional share of Common Stock pursuant to the Plan. The Committee may
provide for the elimination of fractions or for the settlement of fractions in
cash.
14. Withholding Taxes. To the extent that the Company is required
to withhold federal, state, local or foreign taxes in connection with any
payment made or benefit realized by a Participant or other person under the
Plan, or is requested by a Participant to withhold additional amounts with
respect to such taxes, and the amounts available to the Company for such
withholding are insufficient, it will be a condition to the receipt of such
payment or the realization of such benefit that the Participant or such other
person make arrangements satisfactory to the Company for payment of the balance
of such taxes required or requested to be withheld. In addition, if permitted
by the Committee, a Participant may elect to have any withholding obligation of
the Company satisfied with shares of Common Stock that would otherwise be
transferred to the Participant in payment of the Participant's Award.
15. Administration of the Plan.
(a) Unless the administration of the Plan has been
expressly assumed by the Board pursuant to a resolution of the Board, the Plan
(other than the provisions of Paragraph 6) will be administered by the
Committee, which at all times will consist of nonemployee directors appointed
by the Board, each of whom will be a "disinterested person" within the meaning
of Rule 16b-3. A majority of the Committee will constitute a quorum, and the
action of the members of the Committee present at any meeting at which a quorum
is present, or acts unanimously approved in writing, will be the acts of the
Committee.
(b) Except as set forth in Paragraphs 15(c) and (d), the
Committee has the full authority and discretion to administer the Plan and to
take any action that is necessary or advisable in connection with the
administration of the Plan, including without limitation the authority and
discretion to interpret and construe any provision of the Plan or of any
agreement, notification or document evidencing the grant of an Award. The
interpretation and construction by the Committee of any such provision and any
determination by the Committee pursuant to any provision of the Plan or of any
such agreement, notification or document will be final and conclusive. No
member of the Committee will be liable for any such action or determination
made in good faith.
(c) If a Participant's employment terminates before the
end of a Performance Period or before a Stock Option or Appreciation Right is
fully exercisable, and the Participant's termination of employment is by reason
of death, disability or retirement at or after age 65, each Stock Option or
Appreciation Right held by the Participant will be fully exercisable by the
Participant or his personal representative for a period of one year following
such termination of employment, or if earlier, until the Stock Option or
Appreciation Right expires by its terms, and any shares of Restricted Stock
previously issued to the Participant as to which ownership or transfer
restrictions have not lapsed will be delivered to the Participant or his
personal representative free of such restrictions. If a Participant's
employment terminates before the end of a Performance Period or before a Stock
Option or Appreciation Right is fully exercisable for any reason other than
death, disability or retirement at or after age 65, the Committee will have the
sole discretion to determine,
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<PAGE> 12
under the circumstances, the extent to which a Stock Option or Appreciation
Right held by the Participant may be exercised following such termination of
employment and the extent to which any Restricted Stock as to which ownership
or transfer restrictions that relate solely to the Participant's continued
employment (but not to the attainment of one or more Management Objectives)
have not lapsed will be delivered to the Participant free of such restrictions.
(d) Notwithstanding the foregoing provisions, the Board
has the full authority and discretion to administer the provisions of Paragraph
6 and to take any action that is necessary or advisable in connection with the
administration of the provisions of Paragraph 6, including without limitation
the authority and discretion to interpret and construe any provision of
Paragraph 6 or of any agreement, notification or document evidencing the grant
of a Stock Option pursuant to Paragraph 6, provided any such action taken by
the Board will not cause the provisions of Paragraph 6 to fail to satisfy the
requirements of Rule 16b-3 or to cause the Committee members to cease to be
disinterested administrators for purposes of Rule 16b-3. The interpretation
and construction by the Board of any such provision and any determination by
the Board pursuant to any provision of Paragraph 6 or of any such agreement,
notification or document will be final and conclusive. No member of the Board
will be liable for any such action or determination made in good faith.
16. Amendments, Etc.
(a) The Plan may be amended from time to time by the
Committee or the Board but may not be amended without further approval by the
shareholders of the Company if such amendment would result in the Plan no
longer satisfying the requirements of Rule 16b-3. Notwithstanding the
foregoing, the provisions of Paragraph 6 that designate Directors eligible to
receive Stock Options and specify the amount, Option Price and timing of Stock
Option awards may be amended only by the Board and may be amended not more than
once every six months except to comply with changes in the Code, the Employee
Retirement Income Security Act of 1974, as amended, or the rules and
regulations thereunder.
(b) The Plan will not confer upon any Participant any
right with respect to continuance of employment or other service with the
Company or any Subsidiary, nor will it interfere in any way with any right the
Company or any Subsidiary would otherwise have to terminate such Participant's
employment or other service at any time.
(c) If the Committee determines, with the advice of legal
counsel, that any provision of the Plan would prevent the payment of any Award
intended to qualify as performance-based compensation within the meaning of
Section 162(m) of the Code from so qualifying, such Plan provisions will be
invalid and cease to have any effect without affecting the validity or
effectiveness of any other provisions of the Plan.
12
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EXECUTED at Dallas, Texas, this 3rd day of May, 1995.
A. H. BELO CORPORATION
By: /Michael J. McCarthy
-------------------------------------
Senior Vice President,
General Counsel and Secretary
13
<PAGE> 1
EXHIBIT 5.1
<TABLE>
<S> <C> <C>
LAW OFFICES OF ___________________________________________________________________________________
LOCKE PURNELL RAIN HARRELL 2200 ROSS AVENUE . SUITE 2200 AUSTIN OFFICE:
DALLAS . TEXAS 75201-6776 515 CONGRESS AVENUE . SUITE 2500
(A PROFESSIONAL CORPORATION) (214) 740-8000 AUSTIN . TEXAS 78701-3500
FAX: (214) 740-8800 (512) 305-4700
TELEX: 73-0911 LOCKE DAL .
NEW ORLEANS OFFICE:
601 POYDRAS STREET . SUITE 2400
WRITER'S DIRECT DIAL NUMBER NEW ORLEANS . LOUISIANA 70130-6036
(504) 558-5100
</TABLE>
July 31, 1995
A. H. Belo Corporation
Communications Center
400 South Record Street
Dallas, Texas 75202
Re: Registration of 8,000,000 shares of Common Stock, par value
$1.67, pursuant to a Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for A. H. Belo Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to a
Registration Statement on Form S-8 (the "Registration Statement"), of 8,000,000
shares of Series A Common Stock, par value 1.67 per share, and Series B Common
Stock, par value $1.67 per share, of the Company (the "Common Stock") to be
offered to directors and employees of the Company (including its direct or
indirect subsidiaries) pursuant to the A. H. Belo Corporation 1995 Executive
Compensation Plan (the "Plan").
Based upon our examination of such papers and documents as we have
deemed relevant or necessary in rendering this opinion, and based on our review
of the Delaware General Corporation Law, we hereby advise you that we are of
the opinion that assuming, with respect to shares of Common Stock issued after
the date hereof, (i) the receipt of proper consideration for the issuance
thereof in excess of the par value thereof, (ii) the availability of a
sufficient number of shares of Common Stock authorized by the Company's
Certificate of Incorporation then in effect, (iii) compliance with the terms of
any agreement entered into in connection with any options or shares of Common
Stock issued under the Plan, and (iv) no change occurs in the applicable law or
the pertinent facts, shares of Common Stock purchasable under the Plan will be
legally issued, fully paid and non-assessable shares of Common Stock.
<PAGE> 2
A. H. Belo Corporation
July 31, 1995
Page 2
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement filed by the Company with the Securities and Exchange
Commission. By so consenting, we do not thereby admit that our firm's consent
is required by Section 7 of the Securities Act.
Very truly yours,
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
By: /s/ GUY KERR
----------------------------
Guy Kerr
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1995 Executive Compensation Plan of A.H. Belo
Corporation of our report dated January 26, 1995, except for Note 13, as to
which the date is February 1, 1995, with respect to the consolidated financial
statements of A.H. Belo Corporation included in its Annual Report (Form 10-K)
for the year ended December 31, 1994, filed with the Securities and Exchange
Commission.
Ernst & Young LLP
Dallas, Texas
July 26, 1995
