<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
A. H. BELO CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Series B Common Stock, par value $1.67 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
080555 20 4
- --------------------------------------------------------------------------------
(CUSIP Number)
James M. Moroney, Jr.
Communications Center
P.O. Box 655237
Dallas, Texas 75202
Tel. No.: (214) 977-8200
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 15, 1996
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the following box if a fee is being paid with this statement
[X]. (A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7).
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
<PAGE> 2
CUSIP No. 080555 20 4
<TABLE>
<S> <C>
1. Name of Reporting Person Moroney Management,
S.S. or I.R.S. Identification No. Limited
of Above Person 75-2651609
- -------------------------------------------------------------------------------------------------------------------------
2. Check the Appropriate Box (a) [ ]
if Member of a Group (b) [ ]
(See Instructions)
- -------------------------------------------------------------------------------------------------------------------------
3. SEC Use Only
- -------------------------------------------------------------------------------------------------------------------------
4. Source of Funds
(See Instructions) OO
- -------------------------------------------------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------------------------------------------------
6. Citizenship or Place of
Organization Texas
- ------------------------------------------------------------------------------------------------------------------------
Number of 7. Sole Voting Power 1,000,000
---------------------------------------------------------------------------------------
Shares 8. Shared Voting
Benefic- Power 0
---------------------------------------------------------------------------------------
ially Owned 9. Sole Dispositive
by Each Power 1,000,000
---------------------------------------------------------------------------------------
Reporting 10. Shared Dispositive
Person With Power 0
-----------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 1,000,000
- -------------------------------------------------------------------------------------------------------------------------
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions) [ ]
- -------------------------------------------------------------------------------------------------------------------------
13. Percent of Class Represented
by Amount in Row 11 10.8%
- -------------------------------------------------------------------------------------------------------------------------
14. Type of Reporting Person PN
(See Instructions)
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
-2-
<PAGE> 3
SCHEDULE 13D
This Schedule is being filed by Moroney Management, Limited, a Texas
limited partnership (the "Partnership") to report the initial acquisition of
Series B Common Stock (the "Series B Common Stock") of A. H. Belo Corporation
(the "Company").
ITEM 1. SECURITY AND ISSUER
This Schedule relates to the Series B Common Stock, $1.67 par value,
of the Company. The address of the principal executive offices of the Company
is 400 South Record Street, Dallas, Texas, 75202.
ITEM 2. IDENTITY AND BACKGROUND
The names and addresses of the persons filing this Schedule are as
follows:
1. Moroney Management, Limited (the "Reporting Person") is a Texas
limited partnership that was formed in April 1996. The address of the
principal office of the Partnership is A. H. Belo Corporation,
Communications Center, P.O. Box 655237, Dallas, Texas 75265. The
primary business of the Partnership is to maintain for a significant
period of time all of the voting rights of the Series B Common Stock
and to prevent ownership of the Series B Common Stock from becoming
fractionalized. The general partners of the Partnership are as
follows:
(a) James M. Moroney, Jr., a United States citizen and a director
of the Company whose business address is A. H. Belo
Corporation, Communications Center, P.O. Box 655237, Dallas,
Texas 75265.
(b) James M. Moroney, III, a United States citizen and Executive
Vice President of the Broadcast Division of the Company whose
business address is A. H. Belo Corporation, Communications
Center, P.O. Box 655237, Dallas, Texas 75265.
Neither the Reporting Person nor the individuals listed above
have, during the last five years, been (i) convicted in a
-3-
<PAGE> 4
criminal proceeding or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which such
person was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The acquisition of the Series B Common Stock of the Company by the
Partnership was in the form of a transfer from the general partners of the
Partnership to the Partnership on July 15, 1996. No cash consideration was
paid in connection therewith. See Schedule 13G, filed by James M. Moroney, Jr.
on February 16, 1988, and subsequent amendments thereto.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transfer of the Series B Common Stock by the
general partners to the Partnership is to maintain for a significant period of
time all of the voting rights of the Series B Common Stock and to prevent
ownership of the Series B Common Stock from becoming fractionalized.
James M. Moroney, Jr. is a member of the Board of Directors of the
Company and James M. Moroney, III is an officer of a division of the Company.
In their capacities as such, they may from time to time be involved with plans
or proposals which relate to or would result in:
1. The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
2. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
3. A sale or transfer of a material amount of assets of the
Company or any of its subsidiaries;
4. Any change in the present Board of Directors or management of
the Company, including any plans or proposals to
-4-
<PAGE> 5
change the number or term of directors or to fill any existing vacancies on
the Board;
5. Any material change in the present capitalization or dividend
policy of the Company;
6. Any other material change in the Company's business or
corporate structure;
7. Changes in the Company's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person;
8. Causing a class of securities of the Company to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association;
9. A class of equity securities of the Company becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
10. Any action similar to any of those enumerated above.
The Reporting Person and each of the general partners may, at any time
and from time to time, and reserve the right to, acquire additional securities
of the Company, or dispose of any such securities of the Company or formulate
other plans or proposals regarding the Company or its securities, to the extent
deemed advisable by them in light of their general investment policies, market
condition or other factors. Except as discussed above, the Reporting Person
has no plans or proposals that relate to or would result in any of the events
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Partnership beneficially owns an aggregate of 1,000,000
shares, or approximately 10.8%, of the outstanding Series B Common Stock based
on the number of shares outstanding in the most recently available filing by
the Company with the Securities and Exchange Commission. James M. Moroney, Jr.
beneficially owns 164,922 shares of Series B Common Stock (which includes
10,000 shares of Series B Common Stock subject to presently exercisable
-5-
<PAGE> 6
options). James M. Moroney, III beneficially owns 18,374 shares of Series B
Common Stock.
(b) The Partnership has sole voting and dispositive power over all
1,000,000 shares of Series B Common Stock. James M. Moroney, Jr., as the sole
managing general partner of the Partnership, has sole authority to act on
behalf of the Partnership.
(c) No transactions in Series B Common Stock other than the
acquisition described in Item 3 were made by the Partnership or either of the
general partners during the past sixty days.
(d) After the transfer, James M. Moroney, Jr. will hold the right
to receive and the power to direct the receipt of dividends from, or the
proceeds from the sale of, shares held by the Partnership representing more
than five percent of the outstanding shares of Series B Common Stock.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Partnership has not entered into any contracts, arrangements,
understandings or relationships (legal or otherwise) with any person with
respect to any securities of the Company. The general partners have each
entered into the Agreement of Limited Partnership of Moroney Management,
Limited.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
(a) Agreement of Limited Partnership of Moroney Management,
Limited.
-6-
<PAGE> 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
Dated: July 15, 1996 MORONEY MANAGEMENT, LIMITED
By: /s/ James M. Moroney, Jr.
---------------------------
Mr. James M. Moroney, Jr.
Managing General Partner
-7-
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
- -------
<S> <C>
Ex 99 Agreement of Limited Partnership & Moroney Management, Limited
(A Texas Limited Partner)
</TABLE>
<PAGE> 1
EXHIBIT 99
================================================================================
AGREEMENT OF LIMITED PARTNERSHIP
OF
MORONEY MANAGEMENT, LIMITED
(A TEXAS LIMITED PARTNERSHIP)
================================================================================
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE 1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2 FORMATION AND TERM OF THE PARTNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.1 Name of the Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Registered Agent and Registered Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.3 Time of Formation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.4 Filing of Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.5 Term of the Partnership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.6 Indemnity Against Preexisting Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.7 Independent Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE 3 PURPOSE AND INTENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.1 Purpose and Intent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.2 Other Jurisdictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE 4 CAPITALIZATION, CONTRIBUTIONS, AND LOANS BY PARTNERS . . . . . . . . . . . . . . . . . . . . . . . 6
4.1 Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.2 Initial Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4.3 Duty to Contribute . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.4 Withdrawal of Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.5 Additional Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.6 Adjustment of Partnership Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.7 Partnership Interests Maintained Separately . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.8 Loans by Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4.9 Liability of Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
ARTICLE 5 COMPENSATION OF THE GENERAL PARTNERS AND AFFILIATES . . . . . . . . . . . . . . . . . . . . . . . 7
5.1 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.2 Interest on Optional Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE 6 MANAGEMENT AND OBLIGATIONS OF THE GENERAL PARTNERS . . . . . . . . . . . . . . . . . . . . . . . . 8
6.1 General Responsibility of the Managing General Partner . . . . . . . . . . . . . . . . . . . . . . 8
6.2 Rights, Powers, and Duties of the Managing General Partner . . . . . . . . . . . . . . . . . . . . 8
6.3 Waiver of Self-Dealing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6.4 Limitations on All Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE 7 CERTAIN TRANSFERS NOT PERMITTED -- DEATH OR BANKRUPTCY . . . . . . . . . . . . . . . . . . . . . . 10
7.1 Transfers of Partnership Interests Not Permitted Without Consent; Other Restrictions on Transfers 10
7.2 Death, Bankruptcy, or Mental Incompetence of Partner . . . . . . . . . . . . . . . . . . . . . . . 10
7.3 Partnership Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.4 Prohibition Against Admission of Additional Partners . . . . . . . . . . . . . . . . . . . . . . . 11
7.5 Prohibition Against Withdrawal of Limited Partner . . . . . . . . . . . . . . . . . . . . . . . . 12
7.6 Event of Withdrawal; Continuation of Business . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.7 Acquisition of an Interest Conveyed Without Authority . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
-i-
<PAGE> 3
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE 8 ACCOUNTING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.1 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.2 Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.3 Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.4 No Commingling of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.5 Access to Books . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
8.6 Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE 9 ALLOCATION OF PROFIT AND LOSS AND DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 14
9.1. Allocation of Gross Income, Profit and Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
9.2. Allocation of Federal Income Tax Items Under Code Section 704(c) . . . . . . . . . . . . . . . . . 14
9.3 Distributions From Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
9.4 Distribution of Cash From the Sale of All of the Partnership Assets . . . . . . . . . . . . . . . 14
9.5 Negative Capital Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
9.6 Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
9.7. Distributions in Kind . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE 10 DISSOLUTION, WINDING UP, AND TERMINATION OF THE PARTNERSHIP . . . . . . . . . . . . . . . . . . . 15
10.1 Dissolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
10.2 Winding Up . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE 11 LIABILITY AND INDEMNIFICATION OF A PARTNER . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
11.1 Exoneration and Indemnification of General Partner . . . . . . . . . . . . . . . . . . . . . . . . . . 17
11.2 Indemnification of Limited Partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
11.3 No Personal Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE 12 MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
12.1 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
12.2 Notices and Consents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
12.3 Texas Law to Apply . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
12.4 Other Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
12.5 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
12.6 Binding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
12.7 Number and Gender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
12.8 Partial Invalidity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
12.9 Registration of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
12.10 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
12.11 Meetings and Means of Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
12.12 Right to Rely Upon the Authority of the Managing General Partner . . . . . . . . . . . . . . . . . 19
12.13 Partition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
12.14 General Partner with Interest as Limited Partner . . . . . . . . . . . . . . . . . . . . . . . . . 20
12.15 Certificate of Partnership Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
12.16 Counterpart Execution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
</TABLE>
-ii-
<PAGE> 4
AGREEMENT OF LIMITED PARTNERSHIP
OF
MORONEY MANAGEMENT, LIMITED
This Agreement of Limited Partnership is made and entered into as of
the 18th day of April, 1996, by and among JAMES M. MORONEY, JR. and JAMES M.
MORONEY, III, as General Partners, and JAMES M. MORONEY, JR. and JAMES M.
MORONEY, III, as Limited Partners, for the purposes and upon the terms and
conditions as set forth herein.
ARTICLE 1
DEFINITIONS
1.1 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:
"Act" shall mean the Texas Revised Limited Partnership Act, Article
6132a-1, Revised Civil Statutes of Texas, as amended from time to time.
"Affiliate" shall mean (i) any Person directly or indirectly
controlling, controlled by, or under common control with another Person
(including spouses or lineal descendants), (ii) any Person owning or
controlling ten percent or more of the outstanding voting interests of such
other Person, (iii) an officer, director, or partner of such Person, and (iv)
if such other Person is an officer, director, or partner, any company,
corporation, or organization for which such Person acts in any such capacity.
"Agreement" shall mean this Agreement of Limited Partnership of
Moroney Management, Limited.
"Appraisal" means, unless the context indicates otherwise, a written
valuation report by a qualified appraiser that describes and values the fair
market value of an ownership interest in the Partnership. The appraiser will
be selected by the Managing General Partner with the approval of a
majority-in-interest of the other Partners (excluding any Partner whose
interest is being valued); provided that if the interest being appraised is
that of the Managing General Partner the appraiser shall be selected by a
majority in interest of the other Partners.
"Capital Account" shall have the meaning set forth in Article 4.1 of this
Agreement.
"Capital Contribution" shall mean, with respect to any Partner, the
amount of money and the fair market value of any property (other than money and
net of liabilities secured by such property that the Partnership is considered
to assume or take subject to under
<PAGE> 5
Code Section 752) contributed to the Partnership with respect to the interest
in the Partnership held by that Partner.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time.
"General Partner" at any particular time shall mean any Person who (i)
is referred to as such in the first paragraph of this Agreement or has become a
General Partner pursuant to the terms of this Agreement, and (ii) at such time
has not ceased to be a General Partner pursuant to the terms of this Agreement.
"The General Partner" means all such Persons. The name and address of each
initial General Partner, each General Partner's initial capital contribution,
and each General Partner's initial Partnership Interest are listed on Exhibit
"A" attached hereto and incorporated by reference herein.
"Limited Partner" at any particular time shall mean any Person (i) who
is referred to as such in the first paragraph of this Agreement or who has been
admitted as a substituted Limited Partner pursuant to the terms of this
Agreement, and (ii) who is the owner of a Partnership Interest. "Limited
Partners" means all such Persons. All references in this Agreement to a
majority in interest or a specified percentage of the Limited Partners shall
mean Limited Partners holding more than 50 percent or such specified
percentage, respectively, of the Partnership Interests then held by Limited
Partners. The name and address of each initial Limited Partner, each Limited
Partner's initial capital contribution, and each Limited Partner's initial
Partnership Interest are listed on Exhibit "A."
"Managing General Partner" shall mean JAMES M. MORONEY, JR. for so
long as he is a General Partner and is capable and willing to serve as Managing
General Partner. If JAMES M. MORONEY, JR. ceases to serve as Managing General
Partner due to his disability, bankruptcy, resignation, or death or if he
ceases to be a General Partner for any reason, then JAMES M. MORONEY, III shall
be Managing General Partner. The Managing General Partner, acting alone, may
bind the Partnership as provided in Article 6.2 hereof.
"Non-Managing General Partner" shall mean any General Partner other
than the Managing General Partner.
"Optional Loans" shall mean loans to the Partnership from either a
General Partner or a Limited Partner, or their respective Affiliates, pursuant
to Article 4.8 hereof.
"Partners" shall mean the Limited Partners and the General Partner.
"Partnership" shall mean Moroney Management, Limited, a Texas limited
partnership.
"Partnership Assets" shall mean, so long as owned by the Partnership,
the property described in the attached Exhibits, any and all property of
whatever character
-2-
<PAGE> 6
subsequently transferred to or acquired by the Partnership, any income or
property arising or accruing by reason of the existence of such property, and
any accretion, mutation, or appreciation in such property.
"Partnership Interest" shall mean each Partner's respective interest
in the Partnership, including the right to receive distributions of Partnership
Assets and the right to receive allocations of income, gain, loss, deduction,
or credit of the Partnership. The Partnership Interest of each Partner may be
expressed in Units. Each initial Partner's Partnership Interest is set forth
on Exhibit "A."
"Person" shall mean any individual, partnership, corporation, trust,
or other entity or organization.
"Regulations" shall mean the regulations under the Internal Revenue
Code.
"Unit" shall mean a fractional expression of the Partnership Interest
of a Partner. Initially, the Partnership Interests of all Partners, both
general and limited, shall total 1,000,000 Units.
ARTICLE 2
FORMATION AND TERM OF THE PARTNERSHIP
2.1 Name of the Partnership. The name of the Partnership shall
be Moroney Management, Limited, and the business of the Partnership shall be
conducted under this name. The Managing General Partner may, in its
discretion, change the name of the Partnership; provided, however, that in the
event of any such name change, each Partner shall be notified in writing within
30 days prior thereto. In addition, the Managing General Partner may adopt
such other trade or fictitious names as it deems appropriate and cause the
filing in the appropriate county of any assumed name certificates relating
thereto.
2.2 Registered Agent and Registered Office. The name and
address of the registered agent of the Partnership in the State of Texas upon
whom process may be served is James M. Moroney, Jr., Communications Center,
P.O. Box 655237, Dallas, Texas 75265. The address of the registered office of
the Partnership in the State of Texas is Moroney Management, Limited,
Communications Center, P.O. Box 655237, Dallas, Texas 75265.
2.3 Time of Formation. The Partnership shall commence on the
date of the filing of a certificate of limited partnership with the Secretary
of State of the State of Texas pursuant to the Act for the purposes and upon
the terms and conditions set forth herein.
2.4 Filing of Certificate. The Managing General Partner shall
promptly cause to be filed a certificate qualifying as such under the Act at
the expense of the Partnership
-3-
<PAGE> 7
and any affidavits required to be filed with the Secretary of State of the
State of Texas and shall do all other things requisite to the formation of the
Partnership as a limited partnership pursuant to the Act. The Managing General
Partner shall prepare and cause to be filed, at the expense of the Partnership,
such amendments to the certificate of limited partnership as may be required
consistent with this Agreement.
2.5 Term of the Partnership. The Partnership shall continue
until terminated as provided in Article 10 hereof or as otherwise provided by
law.
2.6 Indemnity Against Preexisting Liabilities. There shall
exist no liability in regard to this Agreement on the part of the Partners for
any claim, debt, or obligation which may occur prior to the time of formation
of the Partnership, and each Partner hereby agrees, with respect to any such
claim, debt, or obligation so incurred by such Partner, to indemnify and hold
harmless the Partnership and other Partners from and against the same.
2.7 Independent Activities. The Managing General Partner, other
General Partners and each Limited Partner may, notwithstanding the existence of
this Agreement, engage in whatever activities they desire, whether the same be
competitive with the Partnership or otherwise, without having or incurring any
obligation to offer any interest in such activities to the Partnership or any
party hereto. Neither this Agreement nor any activity undertaken pursuant
hereto will prevent any Partner from engaging in such activities, or require
any Partner to permit the Partnership or the other Partners to participate in
any such activities, and each Partner hereby waives, relinquishes, and
renounces any such right, claim, or participation.
ARTICLE 3
PURPOSE AND INTENT
3.1 Purpose and Intent. The Series B common stock (the "Series
B stock") of A. H. Belo Corporation which is owned or may hereafter be owned by
the Partnership carries with it valuable voting rights which would be greatly
reduced if such stock becomes owned by anyone other than a lineal descendant of
a great-grandparent of James M. Moroney, Jr. or by a spouse of any such lineal
descendant (ownership by a partnership, all the partners of which consist of
such lineal descendants or spouses thereof, is for this purpose the equivalent
of direct ownership by such descendants and/or spouses). Such stock with its
attendant voting rights, when voted as a block, assures the owners thereof of a
significant voice in corporate affairs. The primary purpose of the Partnership
is to maintain for a significant period of time all of the voting rights of the
Series B stock and to prevent ownership of the Series B stock from becoming
fractionalized. Consistent with the foregoing, the purposes and intent of the
Partnership are to own, operate, and maintain the Partnership Assets, to
produce income from Partnership Assets, to hold the Partnership Assets for
investment and/or to sell Partnership Assets for capital appreciation, and to
provide a means for the Partners to
-4-
<PAGE> 8
preserve the Partnership Assets from the claims of others, which purposes shall
include the following:
3.1.1 to acquire and accept conveyance of the Partnership
Assets and any additional assets conveyed to the
Partnership at any time and from time to time;
3.1.2 to acquire, own, operate, lease, sell, and otherwise
deal with ranches and farms;
3.1.3 to vote, and otherwise deal with and manage, stock in
any corporation which is a Partnership Asset.
3.1.4 to own, operate, maintain, construct improvements,
rent, lease, or sell the Partnership Assets, whether
as a part or as a whole;
3.1.5 to incur debt for the acquisition of Partnership
Assets and for other Partnership purposes;
3.1.6 to produce income from the Partnership Assets;
3.1.7 to hold the Partnership Assets for capital
appreciation and investment and to sell or exchange
all or any part of the Partnership Assets;
3.1.8 to continue the ownership of the Partnership Assets
without fractionalizing and to restrict the rights of
others to acquire interests in the Partnership
Assets;
3.1.9 to provide flexibility in business planning not
available through trusts, corporations or other
business entities;
3.1.10 to facilitate the administration of the Partnership
Assets and to reduce the cost and business
interruptions associated with the disability,
bankruptcy or death of a Partner;
3.1.11 to make loans to Persons in furtherance of the
Partnership purpose;
3.1.12 to invest, reinvest, encumber, pledge, mortgage,
finance, and refinance any and all Partnership
Assets; and/or
3.1.13 to engage in any other lawful business under the Act
and within the contemplation of this Agreement as
long as the same shall be for the benefit of the
Partnership.
-5-
<PAGE> 9
3.2 Other Jurisdictions. The Partnership is authorized to
engage in all business permitted by the Act. If the Partnership qualifies to
do business in a foreign jurisdiction, then it may transact all business
permitted in that jurisdiction. There is no jurisdictional restriction upon
Partnership Assets or the activities of the Partnership.
ARTICLE 4
CAPITALIZATION, CONTRIBUTIONS, AND LOANS BY PARTNERS
4.1 Capital Accounts. "Capital Account" shall mean a separate
capital account maintained for each Partner, determined and adjusted as
follows:
4.1.1 Each Partner's Capital Account shall be credited with
the Partner's Capital Contributions, such Partner's distributive share
of income and gain of the Partnership allocable to such Partner
pursuant to Article 9 hereof, and the amount of any Partnership
liabilities that are assumed by such Partner within the meaning of
Treasury Regulations Section 1.704-1(b)(2)(iv)(c);
4.1.2 Each Partner's Capital Account shall be debited with
the amount of cash and the fair market value of any Partnership Assets
distributed to the Partner (net of liabilities secured by such
property that such Partner is considered to assume or take subject to
under Code Section 752) pursuant to any provision of this Agreement,
such Partner's distributive share of losses or deductions of the
Partnership allocated to such Partner pursuant to Article 9 hereof,
and the amount of any liabilities of such Partner that are assumed by
the Partnership within the meaning of Treasury Regulations Section
1.704-1(b)(2)(iv)(c);
4.1.3 In the event that any interest in the Partnership is
transferred in accordance with the terms of this Agreement, the
transferee shall succeed to the Capital Account of the transferor to
the extent that it relates to the transferred interest; and
4.1.4 This definition of "Capital Account" and the other
provisions of this Agreement relating to the maintenance of Capital
Accounts are intended to comply with Treasury Regulations Section
1.704-1(b) and shall be interpreted and applied in a manner consistent
with such regulation. The Managing General Partner may modify the
manner in which the Capital Accounts are maintained under this
definition in order to comply with these provisions, as well as upon
the occurrence of events that might otherwise cause this Agreement not
to comply with the Treasury Regulations.
4.2 Initial Contributions. The assets listed on the Exhibits
attached hereto and incorporated herein by reference constitute the initial
contributions to the capital of the Partnership.
-6-
<PAGE> 10
4.3 Duty to Contribute. Each Partner shall be personally liable
to the Partnership to contribute to the capital of the Partnership the full
amount of its initial contribution set forth in Article 4.2 hereof.
4.4 Withdrawal of Capital. Except as otherwise set forth
herein, no Partner shall be permitted to withdraw capital from the Partnership.
4.5 Additional Contributions. No Partner shall be obligated to
make any additional contributions to the capital of the Partnership except as
agreed upon in writing by all Partners.
4.6 Adjustment of Partnership Interests. To simplify
Partnership accounting, any adjustment to the Partnership Interests of the
Partners caused by additional Capital Contributions (made with the consent of
all Partners) shall be made semi-annually on the June 30 or December 31
following the contribution.
4.7 Partnership Interests Maintained Separately. A General
Partner's general Partnership Interest will be maintained separately from any
limited Partnership Interest which he may have.
4.8 Loans by Partners. Subject to the requirements of Article
5.2, any Partner or its Affiliates may make financing available to the
Partnership as Optional Loans but shall have no obligation to do so. Any such
party loaning money to the Partnership shall have the same rights regarding the
loan as would any unaffiliated Person making the loan to the Partnership,
except as may be otherwise expressly set forth herein.
4.9 Liability of Partners. The liability of each General
Partner shall be as provided under the Act. The liability of each Limited
Partner with regard to the Partnership in all respects is restricted and
limited to the amount of the actual capital contributions that such Limited
Partner makes or expressly agrees in writing to make to the Partnership. No
Limited Partner shall be assessed or required to make additional capital
contributions to the Partnership above that which the Limited Partner has
expressly agreed in writing to make to the Partnership.
ARTICLE 5
COMPENSATION OF THE GENERAL PARTNERS AND AFFILIATES
5.1 Compensation. The Managing General Partner may pay
reasonable compensation for any services performed or rendered to the
Partnership by any Person, including the Managing General Partner or an
Affiliate of any Partner or any other Partner. The Managing General Partner
will be entitled to a reasonable annual compensation to be measured by the time
required in the administration of the Partnership, the value of Partnership
Assets, and the responsibilities assumed in the discharge of the duties of
Managing General Partner.
-7-
<PAGE> 11
5.2 Interest on Optional Loans. Optional Loans made pursuant to
Article 4.8 hereof shall provide for interest not in excess of the base
commercial rate of interest as announced or published by NationsBank of Texas,
N.A., Dallas, Texas, or its successor, from time to time during the term of the
loan, plus one percent per annum.
ARTICLE 6
MANAGEMENT AND OBLIGATIONS OF THE GENERAL PARTNERS
6.1 General Responsibility of the Managing General Partner.
Management of the day-to-day affairs of the Partnership shall be vested in the
Managing General Partner. The Limited Partners, in their capacity as such,
shall not have either the obligation or the right to take part directly in the
active day-to-day management of the business, and the Limited Partners, acting
in such capacity, are not authorized to do or perform any act, thing, or deed
in the name of or for or on behalf of the Partnership. Notwithstanding the
foregoing, the Managing General Partner may employ, engage, or retain any
person, including a person who may be a Partner, to render any services to the
Partnership as are deemed necessary or appropriate by the Managing General
Partner.
6.2 Rights, Powers, and Duties of the Managing General Partner.
Except as expressly limited herein, the Managing General Partner shall have
authority to do any and all things necessary to carry out the purposes of this
Partnership, including, but not limited to: (i) the voting of, dealing with
and managing, all stock held by the Partnership and determining whether to buy,
sell or exchange such stock and/or any other Partnership Assets, (ii) the
execution of such documents as he may deem advisable for Partnership purposes
and (iii) the performance of or causing to be performed the Partnership's
obligations, under any agreement to which the Partnership is a party.
Notwithstanding the foregoing, the Managing General Partner shall not perform
any act which shall be in contravention of the Act or this Agreement,
including, but not limited to, using, directly or indirectly, any assets of
this Partnership for any purpose other than carrying on the business and
purpose of this Partnership as set forth in Article 3.1 hereof, for the full
and exclusive benefit of all its Partners.
Except as may otherwise be provided herein or under the Act, the
Managing General Partner shall have full authority and power to do all things
or acts deemed necessary or appropriate by him to carry out the purposes of the
Partnership and shall possess the same rights and powers as a general partner
in a partnership without limited partners (a general partnership) formed under
the laws of the State of Texas. The Managing General Partner shall have the
authority to make any tax elections available to the Partnership. Third
parties dealing with the Partnership shall rely on the act of the Managing
General Partner as the act of the Partnership.
Notwithstanding the foregoing, the Managing General Partner shall not
have authority to sell or exchange all, or substantially all, of the
Partnership Assets without the prior approval of a majority-in-interest of the
Partners.
-8-
<PAGE> 12
The Non-Managing General Partner shall not act for the Partnership so
long as the Managing General Partner is carrying out his duties and
responsibilities hereunder. In the event of the prolonged absence or physical
disability of the Managing General Partner (as determined in good faith by an
80% majority-in-interest of the other Partners), the Non-Managing General
Partner shall have the authority and powers of the Managing General Partner
during the period of such prolonged absence or physical disability.
6.3 Waiver of Self-Dealing. The Managing General Partner shall
have the authority to enter into any transaction on behalf of the Partnership
despite the fact that another party to the transaction may be (i) a trust of
which a Partner is a trustee or beneficiary; (ii) an estate of which a Partner
is an executor, administrator or beneficiary; (iii) a business controlled by
one or more Partners or a business of which any Partner is also a director,
officer or employee; (iv) any Affiliate; (v) any Partner, acting individually;
or (vi) any relative of a Partner; provided the terms of the transaction are no
less favorable than those the Partnership could obtain from unrelated third
parties.
6.4 Limitations on All Partners. Neither any General Partner
nor any Limited Partner shall do anything in contravention of the Act or do any
of the following acts:
6.4.1 use the name of the Partnership (or any substantially
similar name) or any trademark or trade name adopted
by the Partnership, except in connection with the
Partnership's business;
6.4.2 disclose to any non-Partner any of the Partnership
business practices, trade secrets, or any other
information not generally known to the business
community, except in conjunction with the
Partnership's business;
6.4.3 do any other act or deed with the intention of
harming the operations of the Partnership;
6.4.4 do any act contrary to this Agreement;
6.4.5 do any act which would make it impossible to carry on
the intended or ordinary purposes of the Partnership;
6.4.6 confess a judgment against the Partnership;
6.4.7 abandon or wrongfully transfer or dispose of
Partnership Assets; or
6.4.8 admit another Person as a Partner of the Partnership,
except as provided herein.
-9-
<PAGE> 13
ARTICLE 7
CERTAIN TRANSFERS NOT PERMITTED -- DEATH OR BANKRUPTCY
7.1 Transfers of Partnership Interests Not Permitted Without
Consent; Other Restrictions on Transfers. A Partner may not sell, assign,
give, bequeath, will, transfer, exchange, convey, encumber, mortgage, pledge,
or otherwise dispose of its Partnership Interest (or any part thereof or
interest therein) (collectively referred to as "Transfer") except with the
prior written consent of all Partners.
At any time during which the Partnership owns any Series B Common
Stock in A. H. Belo Corporation, under no circumstances shall any Partner
Transfer any Partnership Interest to a Person other than a Permitted
Transferee, as defined in the Certificate of Incorporation of A. H. Belo
Corporation, as amended from time to time, nor shall any Person other than a
Permitted Transferee ever be a Partner.
The primary purpose of the Partnership is as set forth in Article 3.1.
Therefore, any purported Transfer of a Partnership Interest in violation of the
provisions of this Article shall be null and void, and the purported transferee
shall have no rights of any kind in the Partnership. The non-transferring
Partners, or any of them, in addition to any other remedies available under
this Agreement and at law, in equity and otherwise, may seek to enjoin such
Transfer, and the transferring Partner agrees to submit to the jurisdiction of
any court of competent jurisdiction and to be bound by an order of such court
enjoining such purported Transfer.
7.2 Death, Bankruptcy, or Mental Incompetence of Partner. The
death, bankruptcy, or mental incompetence of any Partner shall not have the
effect of terminating or dissolving the Partnership except as specified herein.
7.2.1 Upon the death of a General Partner (the "Deceased
General Partner"), the general Partnership Interest of the Deceased
General Partner shall be converted from a general Partnership Interest
into a limited Partnership Interest. After the consent required by
Article 7.1 is given, the estate of the Deceased General Partner shall
succeed to the limited Partnership Interest of the Deceased General
Partner, but the estate shall have only the rights of an assignee of
such Partnership Interest and shall not be admitted as a Limited
Partner except upon the written consent of all Partners and the
written agreement by the personal representative of the estate to be
bound by the provisions of this Agreement. In the event another
General Partner remains after such death, the Partnership will not be
dissolved and wound up if the remaining General Partner elects to
carry on the Partnership business as provided in the Act.
If James M. Moroney Jr. dies while acting as Managing
General Partner and James M. Moroney III is surviving, James M.
Moroney III shall assume the authority and powers of the Managing
General Partner.
-10-
<PAGE> 14
7.2.2 Upon the death of the last surviving or continuing
General Partner (the "Last General Partner"), the general Partnership
Interest of the deceased Last General Partner shall be converted from
a general Partnership Interest into a limited Partnership Interest.
After the consent required by Article 7.1 is given, the estate of such
deceased Last General Partner shall succeed to the limited Partnership
Interest of such Partner, but the estate shall have only the rights of
an assignee of the Partnership Interest and shall not be admitted as a
Limited Partner except upon the written consent of all Partners and
the written agreement by the personal representative of the estate to
be bound by the provisions of this Agreement. If there is no General
Partner after the death of the Last General Partner, then the
Partners, by unanimous vote taken within 90 days may elect to continue
the Partnership and if they so elect shall also elect one of the
Limited Partners (with his or her approval) to serve as the Managing
General Partner and shall designate all or a portion of that Limited
Partner's Partnership Interest that shall be converted from a limited
Partnership Interest into a general Partnership Interest. Absent such
election to continue the Partnership, it shall be dissolved as
provided below.
7.2.3 Upon the death of a Limited Partner (the "Deceased
Limited Partner"), if the consent required by Article 7.1 is given,
the estate or successor of the Deceased Limited Partner shall have the
rights provided for in the Act.
7.2.4 For purposes of Article 7.1 and this Article 7.2,
bankruptcy or mental incompetence of a Partner shall be treated as if
the Partner had died.
7.2.5 For purposes of this Agreement (i) "bankruptcy"
includes the events enumerated in Sec. 4.02(a)(4)(A), (B), (C), (D),
(E) and (F) of the Act; and (ii) "mental incompetence" shall be deemed
to exist upon certification by two medical doctors (neither of whom is
a Partner) affirming that each has examined the patient (Partner) and
that the patient is unable to discharge his duties and/or powers under
the Partnership Agreement.
7.3 Partnership Property. All real, personal, or mixed
property, including all improvements thereto or placed or located thereon,
acquired by the Partnership shall be owned by the Partnership, such ownership
being subject to the other terms and provisions of this Agreement. In
accordance with the provisions of Article 12.13 hereof, each Partner hereby
expressly waives the right, if any, to require partition of any Partnership
property or any part thereof. The rights of a judgment creditor of a Partner
in Partnership Assets or property and/or in such Partner's Partnership Interest
shall be limited exclusively to those rights provided in Section 7.03(a) of the
Act.
7.4 Prohibition Against Admission of Additional Partners. No
additional General or Limited Partners shall be admitted to the Partnership
except upon the written consent of all Partners and the written agreement by
the proposed incoming partner to be bound by the provisions of this Agreement.
In no event shall anyone become a Partner except upon compliance with the Act
and all other applicable state and federal
-11-
<PAGE> 15
laws (the satisfaction of which may be met by the provision, by the proposed
incoming Partner, of a favorable opinion of counsel acceptable to the
Partnership), including, but not limited to, the filing of an appropriate
amended certificate of limited partnership with the Secretary of State of the
State of Texas, if necessary.
7.5 Prohibition Against Withdrawal of Limited Partner. A
Limited Partner may not withdraw from the Partnership.
7.6 Event of Withdrawal; Continuation of Business. A General
Partner shall not withdraw from the Partnership. Unless otherwise provided in
this Article 7, if there is an Event of Withdrawal of a General Partner as
provided in Section 4.02 of the Act and there remains at least one General
Partner, the Partnership need not be dissolved and wound up but the partnership
business may be carried on as if such General Partner experiencing such Event
of Withdrawal had died, as provided for above.
7.7 Acquisition of an Interest Conveyed Without Authority. If
any Person becomes a purported assignee of a Partnership Interest, except as
permitted in this Agreement, the Partnership will have the unilateral option to
acquire all or any part of the interest of the transferee or assignee upon the
following terms and conditions:
7.7.1 The Partnership will have the option to acquire the
interest by giving written notice to the transferee or assignee of its
intent to purchase within thirty (30) days from the date of the
purported transfer.
7.7.2 The valuation date for the determination of the
purchase price of the interest will be the first day of the month in
which the purported transfer occurs. Unless the Partnership and the
transferee or assignee agree otherwise, the purchase price for the
interest to be acquired shall be its fair market value as determined
by an Appraisal.
7.7.3 Closing of the sale will occur at the principal
office of the Partnership on the first Tuesday of the month following
the month in which the Appraisal is rendered. The sale shall be
effective as of the first day of the month in which the purported
transfer occurred.
7.7.4 In order to reduce the burden upon the resources of
the Partnership, the Partnership will have the option, to be exercised
in writing delivered at closing, to pay its purchase money obligation
in fifteen (15) equal annual installments (or the remaining term of
the Partnership if less than fifteen (15) years), plus interest at the
base commercial interest rate as announced or published by NationsBank
of Texas, Dallas, Texas, or its successor, plus one percent per annum,
adjusted annually on the date of each payment. The first installment
of principal, plus interest, will be due and payable on the first day
of the calendar year following closing, and subsequent annual
installments, with accrued interest, will be due and payable on the
first day of each succeeding calendar year until the entire amount of
the obligation is paid. The Partnership will have the right
-12-
<PAGE> 16
to prepay all or any part of the purchase money obligation at any time
without penalty.
7.7.5 With the consent of a majority-in-interest of the
Partners other than the Partner whose interest is to be acquired, the
Managing General Partner may assign the Partnership's option to
purchase to one or more of the remaining Partners and, when done, any
rights or obligations imposed upon the Partnership will instead
become, by substitution, the rights and obligations of the Partners
who are assignees.
7.7.6 Neither the transferee or assignee of an unauthorized
transfer or assignment or the Partner causing the transfer or
assignment will have the right to vote on Partnership matters during
the prescribed option period or, if the option is timely exercised,
until the sale is closed.
ARTICLE 8
ACCOUNTING
8.1 Fiscal Year. The fiscal year of the Partnership shall be
the calendar year.
8.2 Books. The books of account of the Partnership shall be
kept and maintained at all times in the principal place of business of the
Partnership and shall be separate and distinct from all other books and records
of any other entity. The books of account shall be maintained on a basis which
will be in compliance with applicable federal income tax law.
8.3 Banking. The Partnership shall maintain accounts at such
banks or other financial institutions as the Managing General Partner shall
determine is necessary for the operation of the Partnership. Checks shall be
drawn on such accounts for Partnership purposes and shall be signed by the
Managing General Partner or his designees.
8.4 No Commingling of Accounts. In no event shall any account
described herein be commingled with the funds of any other account.
8.5 Access to Books. Each Partner shall have the right at all
reasonable times during usual business hours to audit, examine, and make copies
of or extracts from the books of account of the Partnership. Any Partner may
exercise such right through any agent or employee so designated by it, and such
expense shall be an expense of the Partner exercising such right.
8.6 Tax Returns. All tax returns are to be timely prepared and
filed by the Managing General Partner or his designee. Any expense incurred in
the preparation, review, and filing of the tax returns shall be the expense of
the Partnership. Copies of all such returns and statements shall be timely
furnished to all Partners, but in any event
-13-
<PAGE> 17
within 90 days following the close of each fiscal year. The Managing General
Partner hereby is designated the Tax Matters Partner for federal income tax
purposes.
ARTICLE 9
ALLOCATION OF PROFIT AND LOSS AND DISTRIBUTIONS
9.1. Allocation of Gross Income, Profit and Loss. For each
fiscal year or other period, profit and loss shall be allocated to the
Partners in proportion to their respective Partnership Interests.
9.2. Allocation of Federal Income Tax Items Under Code Section
704(c). In accordance with Code Section 704(c) and the Treasury Regulations
thereunder, depreciation, amortization, income, gain and loss, as determined
for tax purposes, with respect to any Partnership Property whose fair market
value differs from its adjusted basis for federal income tax purposes at the
time of contribution to the Partnership shall, for tax purposes, be allocated
among the Partners so as to take account of any variation between the adjusted
basis of such property to the Partnership for federal income tax purposes and
its fair market value. Any elections or other decisions relating to such
allocations shall be made for the Partnership by the General Partner in any
manner that reasonably reflects the purpose and intention of this Agreement.
Allocations pursuant to this Article 9.2 shall not affect, or in any way be
taken into account in computing, any Partner's Capital Account balance,
allowable share of income, gain, loss, deduction, or credit pursuant to Article
9.1, or distributions pursuant to any provision of this Agreement.
9.3 Distributions From Operations. After the Managing General
Partner has established such reserves as it deems necessary for the payment of
anticipated expenses or obligations of the Partnership, for working capital
requirements, and/or for the reasonable needs or anticipated needs of the
Partnership's business, the Managing General Partner may either distribute the
remaining net income from operations, if any, or any portion thereof, to the
Partners in accordance with Partnership Interests or retain all or any part
thereof in the Partnership. Notwithstanding the foregoing, the Managing
General Partner shall, in the absence of compelling reasons to the contrary,
distribute to the Partners in accordance with Partnership Interests a
sufficient amount of available cash, if any, as will enable each Partner to pay
any federal and state income taxes attributable to the inclusion of any items
of Partnership income, gain, loss, deduction, or credit in calculating the
Partner's taxable income.
9.4 Distribution of Cash From the Sale of All of the Partnership
Assets. Upon the sale, exchange, and/or other disposition of all or
substantially all of the Partnership Assets and liquidation of the Partnership
(if approved by the General Partner and all of the Limited Partners), and after
satisfaction of the Partnership debts and obligations (other than Optional
Loans) and the expenses of winding up and liquidating the Partnership, the
remaining proceeds from the sale, exchange, or other disposition of the
Partnership Assets shall be distributed, in cash or in kind, or both, at the
sole discretion of the General Partner, to the Partners as follows:
-14-
<PAGE> 18
9.4.1 First, to the payment of any outstanding Optional
Loans, plus any accrued unpaid interest thereon, with payment ratably
based upon the amount of such loans in proportion to the total of all
such loans;
9.4.2 Thereafter, to the Partners in accordance with their
positive Capital Account balances, as determined after giving effect
to all distributions and all allocations under Article 9.1 of this
Agreement for all prior periods, including the period during which
such liquidation occurs, in accordance with Treasury Regulations
Section 1.704-1(b)(2)(ii)(b)(2), to the extent of such balances; and
9.4.3 Thereafter, to the Partners in accordance with their
respective Partnership Interests.
9.5 Negative Capital Accounts. In the event that a Partner's
Capital Account, as adjusted pursuant to Article 9.4.2 hereof, is less than
zero, such Partner shall, not later than the completion of the Partnership's
liquidation process, contribute to the capital of the Partnership the amount
necessary to restore his Capital Account to zero, and the amount so contributed
shall be treated as proceeds from the liquidation of Partnership Assets for
purposes of, and shall be distributed pursuant to, Article 9.4 hereof.
9.6 Liquidation. The Partnership shall not be liquidated, nor
shall Partnership assets be distributed in a liquidation or partial liquidation
without the written consent of the General Partner and all of the Limited
Partners.
9.7. Distributions in Kind. For purposes of this Article 9, if
there is a distribution in kind, the Partnership shall be treated as having
sold the distributed property at its fair market value, as determined by such
independent appraiser as the Managing General Partner may authorize, and any
gain or loss from such deemed sale shall be included (solely for capital
account purposes and not for tax purposes) in Partnership profit or loss for
the fiscal period. Further, the distribution shall be treated as a distribution
of the cash proceeds received from such deemed sale.
ARTICLE 10
DISSOLUTION, WINDING UP, AND TERMINATION OF THE PARTNERSHIP
10.1 Dissolution. The Partnership shall be dissolved upon the
first to occur of the following:
10.1.1 December 31, 2055;
10.1.2 The agreement of all Partners; or
10.1.3 Except as provided in Article 7 hereof, any other
event of dissolution as defined in Section 8.01 of the Act.
-15-
<PAGE> 19
10.2 Winding Up.
10.2.1. Order of Payment. Upon dissolution of the
Partnership for any reason, the Managing General Partner, or if the
Managing General Partner fails to act, any other General Partner or if
there is no General Partner a liquidating trustee appointed by the
Limited Partners, shall take full account of the Partnership assets
and liabilities, shall (subject to the possible application of Article
10.2.2 below) liquidate the assets as promptly as is consistent with
obtaining the fair value thereof, and shall apply and distribute the
proceeds therefrom in the following order:
(a) to the payment of creditors of the
Partnership in the order of priority provided by law, but
excluding secured creditors whose obligations will be
assumed or otherwise transferred on the liquidation of
Partnership assets;
(b) to the repayment of any outstanding loans
made by a Partner to the Partnership;
(c) to the establishment of any reserves for
contingencies which the Managing General Partner or the
other General Partner or the liquidating trustee, as the
case may be, may in his sole discretion deem necessary,
desirable or appropriate; and
(d) to the General Partner and the Limited
Partners pursuant to the provisions of Article 9.4 hereof.
10.2.2. Distributions in Kind. If the General
Partner or the liquidating trustee determines that any assets of the
Partnership are to be distributed in kind, such assets shall be
distributed on the basis of the fair market value thereof, and any
Partner entitled to any interest in such assets shall, when
appropriate or necessary, receive such interest therein as a tenant in
common with all other Partners so entitled. The fair market value of
such assets shall be determined by an independent appraiser to be
selected by the Managing General Partner or other General Partner or
the liquidating trustee, as the case may be.
10.2.3. Distributions Upon Liquidation. All
distributions upon liquidation of the Partnership shall be made in
accordance with Article 9.4 hereof. The Partners shall look solely to
the assets of the Partnership for all distributions, and shall have no
recourse therefor (upon dissolution or otherwise) against any General
Partner.
10.2.4. Cancellation of Certificate. Upon completion
of liquidation of the Partnership, the Partnership shall terminate and
the appropriate General Partner or the liquidating trustee, as the
case may be, shall have the authority to execute and record a
certificate of cancellation of the Partnership, as well as any
-16-
<PAGE> 20
and all other documents required to effectuate the dissolution and
termination of the Partnership.
ARTICLE 11
LIABILITY AND INDEMNIFICATION OF A PARTNER
11.1 Exoneration and Indemnification of General Partner. Each
General Partner, his Affiliates and their respective members, managers,
employees, agents, independent contractors, and attorneys shall have no
liability to the Partnership or any Limited Partner or assignee for any loss
suffered by the Partnership which arises out of any action or inaction of such
General Partner or its Affiliates, if such General Partner or its Affiliates
(i) acted in good faith; (ii) reasonably believed (a) in the case of the
conduct of such General Partner acting in its official capacity as a general
partner of the Partnership, that the General Partner's conduct was in the best
interest of the Partnership and (b) in all other cases, that the General
Partner's conduct was at least not opposed to the best interest of the
Partnership; and (iii) in the case of a criminal proceeding, had no reasonable
cause to believe that the General Partner's conduct was unlawful.
To the fullest extent permitted by law, the Partnership or its
receiver or trustee shall, to the extent of Partnership Assets, indemnify, save
harmless, and pay all judgments and claims against each General Partner, its
Affiliates, and their respective employees, agents, members, managers,
independent contractors, and attorneys from and against any losses, judgments,
liabilities, expenses, and amounts paid in settlement of any claims sustained
by them in connection with the activities of the Partnership or in dealing with
third parties on behalf of the Partnership, including costs and attorneys' fees
(which attorneys' fees may be paid as incurred if such action relates to the
performance of duties or services by the General Partner or its Affiliates to
the Partnership and is initiated by a third party who is not a Partner;
provided, however, that such General Partner or its Affiliates provide an
undertaking to repay any funds advanced for payment of costs or attorneys' fees
if a court of competent jurisdiction determines that such indemnification is
inappropriate). The Partnership may purchase and pay for any fidelity bond or
for such types of insurance, including officers and directors liability
coverage extended coverage liability and casualty and worker's compensation, as
would be customary for any person owning comparable property and engaged in a
similar business. In addition, each General Partner, any Affiliate of a
General Partner, and their respective employees, agents, independent
contractors, and attorneys may be named as additional insured parties on
policies obtained for the benefit of the Partnership.
11.2 Indemnification of Limited Partners. To the fullest extent
permitted by law, the Partnership will indemnify, to the extent of Partnership
assets, each Limited Partner against any claim of liability asserted against a
Limited Partner solely because he is a Limited Partner of the Partnership.
-17-
<PAGE> 21
11.3 No Personal Liability. No Partner will be personally liable for
the return of the Capital Account, if any, of the Limited Partners, or any
portion thereof, it being expressly understood that any such return will be
made solely from Partnership Assets.
ARTICLE 12
MISCELLANEOUS PROVISIONS
12.1 Amendment. This Agreement may be amended or modified by the
Partners from time to time, but only by a written instrument executed by all
Partners.
12.2 Notices and Consents. All notices and consents provided for
in this Agreement or the Act shall be in writing and shall be delivered
personally to the person to whom the same is directed, or sent by regular,
registered, or certified mail, addressed as follows: if to the Partnership, to
the Partnership at the address of its registered office as set forth in Article
2.2 hereof, or to such other address as the Partnership may from time to time
specify by notice to the Partners; if to any initial Partner, to such Partner
at the address set forth in Exhibit "A" or to such other address as such
Partner may from time to time specify by notice to the Partners; if to any
substituted or successor Partner, to such Partner at the address specified by
such Partner by notice to the Partners after admission as a Partner, or to such
other address as such substituted or successor Partner may from time to time
specify by notice to the Partners; if to an assignee, to such assignee at the
address specified by such assignee by notice to the Partners after becoming an
assignee, or to such other address as such assignee may from time to time
specify by notice to the Partners. Any such notice shall be deemed to be
delivered, given, and received for all purposes as of the date so delivered, if
delivered personally, or if sent by regular, registered, or certified mail,
postage and charges prepaid, three days after the date on which the same was
deposited in a regularly maintained receptacle for the deposit of United States
mail.
12.3 Texas Law to Apply. This Agreement shall be construed under
and in accordance with the Act and the laws of the State of Texas, and all
obligations of the parties created hereunder are performable in Dallas County,
Texas.
12.4 Other Instruments. The parties hereto covenant and agree
that they will execute such other and further instruments and documents as are
or may become necessary or convenient to effectuate and carry out the
Partnership created by this Agreement.
12.5 Headings. The headings used in this Agreement are used for
administrative purposes only and do not constitute substantive matter to be
considered in construing the terms of this Agreement.
12.6 Binding. This Agreement shall bind the Partners and their
heirs and permitted successors and assigns.
-18-
<PAGE> 22
12.7 Number and Gender. The singular shall be interpreted as the
plural, and words of each gender (or the neuter gender) shall be interpreted as
the other, and vice versa, as necessary to interpret this Agreement in
accordance with its manifest intent.
12.8 Partial Invalidity. If any portion of this Agreement shall
be held invalid or inoperative, then, insofar as is reasonable and possible,
the remainder of this Agreement shall be considered valid and operative, and
effect shall be given to the intent manifested by the portion held invalid or
inoperative.
12.9 Registration of Interests. The Partnership Interests
acquired by this instrument or document have been acquired for investment and
have not been registered under the Securities Act of 1933, as amended, or the
securities laws of any state. Without such registration, such interests may
not be transferred, except upon delivery to the Partnership of an opinion of
counsel satisfactory to all Partners that registration is not required for such
transfer or the submission to the Partners of such other evidence as may be
satisfactory to the Partners to the effect that any such transfer shall not be
in violation of the Securities Act of 1933, as amended, or applicable state
securities laws or any rules or regulations promulgated thereunder.
12.10 Entire Agreement. All of the Exhibits attached hereto are
incorporated into this Agreement as if fully restated herein. This Agreement
sets forth all promises, agreements, conditions, understandings, warranties,
and representations among the parties hereto with respect to the Partnership,
and there are no promises, oral or written, express or implied, among them
other than as set forth herein. No variations, modifications, or changes
herein or hereof shall be binding upon any party hereto unless set forth in a
document duly executed by or on behalf of all Partners. All prior agreements
among the parties relative to the formation and operation of the Partnership
are hereby canceled.
12.11 Meetings and Means of Voting. Meetings of the Partners will
normally be called by the Managing General Partner but may also be called by
any General Partner or by any Limited Partner. The call will state the reason
for the meeting. Notice of any such meeting will be delivered to all Partners
in the manner prescribed herein not less than 7 days nor more than 30 days
prior to the date of such meeting. Partners may vote in person or by written
proxy at any such meeting. Whenever the vote or consent of Partners is
permitted or required under this Agreement, such vote or consent may be given
at a meeting of Partners or may be given in writing. Any Partner may waive
notice of or attendance at any meeting of the Partners and may attend by
telephone or any other electronic communication device or may execute a signed
written consent. The Managing General Partner will preside at all meetings of
the Partners or of the Partnership.
12.12 Right to Rely Upon the Authority of the Managing General
Partner. No Person dealing with the Managing General Partner will be required
to determine its authority to make any commitment or undertaking on behalf of
the Partnership, nor to determine any fact or circumstance bearing upon the
existence of its authority. In
-19-
<PAGE> 23
addition, no purchaser of any asset owned by the Partnership will be required
to determine the sole and exclusive authority of the Managing General Partner
to sign and deliver on behalf of the Partnership any such instrument of
transfer, or to see to the application or distribution of revenues or proceeds
paid or credited in connection therewith, unless such purchaser had received
written notice from the Partnership affecting the same.
12.13 Partition. The Partners hereby agree that no Partner shall
have the right while this Agreement remains in effect to have any property of
the Partnership partitioned, or to file a complaint, or institute any
proceeding at law or in equity to have any Partnership asset partitioned, and
each Partner hereby waives any such right. It is the intention of the Partners
that during the term of this Agreement, the rights of the Partners as among
themselves shall be governed by the terms of this Agreement.
12.14 General Partner with Interest as Limited Partner. If a
General Partner has or acquires an interest as a Limited Partner, the General
Partner, with respect to that Limited Partner's interest, will enjoy all of the
rights and be subject to all of the duties of a Limited Partner.
12.15 Certificate of Partnership Interest. As provided under
Section 7.02(c) of the Act, every Partner's interest in the Partnership shall
be evidenced by a Certificate of Partnership Interest issued by the
Partnership. No Transfer shall be valid or effective unless and until a
Certificate of Partnership Interest evidencing the Transfer is issued to the
transferee by the Partnership. Each Certificate of Partnership Interest shall
contain a legend setting forth the restrictions on Transfer in Article 7.1
hereof.
12.16 Counterpart Execution. This Agreement may be executed in
any number of counterparts with the same effect as if all parties hereto had
signed the same document. All counterparts will be construed together and will
constitute one agreement.
SIGNED this 18th day of April, 1996.
MANAGING GENERAL PARTNER: /s/ JAMES M. MORONEY, JR.
------------------------------------
JAMES M. MORONEY, JR.
NON-MANAGING GENERAL PARTNER: /s/ JAMES M. MORONEY, III
------------------------------------
JAMES M. MORONEY, III
LIMITED PARTNER: /s/ JAMES M. MORONEY, JR.
------------------------------------
JAMES M. MORONEY, JR.
LIMITED PARTNER: /s/ JAMES M. MORONEY, III
------------------------------------
JAMES M. MORONEY, III
-20-
<PAGE> 24
STATE OF TEXAS Section
Section
COUNTY OF DALLAS Section
BEFORE ME, the undersigned authority, on this day personally appeared
JAMES M. MORONEY, JR., known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that he executed the same for
the purposes and consideration therein expressed, and in the capacities therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 18th day of April, 1996.
/s/ Yvonne M. Patterson
-------------------------------------------
Notary Public in and for the State of Texas
My Commission Expires: Printed Name of Notary
Public:
4/25/00 /s/ Yvonne M. Patterson
- ------------------------------ -------------------------------------------
STATE OF TEXAS Section
Section
COUNTY OF DALLAS Section
BEFORE ME, the undersigned authority, on this day personally appeared
JAMES M. MORONEY, III, known to me to be the person whose name is subscribed to
the foregoing instrument and acknowledged to me that he executed the same for
the purposes and consideration therein expressed, and in the capacities therein
stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 18th day of April, 1996.
/s/ Yvonne M. Patterson
-------------------------------------------
Notary Public in and for the State of Texas
My Commission Expires: Printed Name of Notary Public:
4/25/00 /s/ Yvonne M. Patterson
- ------------------------------ -------------------------------------------
-21-
<PAGE> 25
EXHIBIT "A"
Partnership Assets
<TABLE>
<CAPTION>
Name and Address
of Partner Initial Capital Contribution Partnership Interest
- ----------------------- ---------------------------- --------------------
<S> <C> <C>
James M. Moroney, Jr. 990,000 Shares of Series B 30,000 Units as a General Partner and
A.H. Belo Corporation Common Stock of A.H. Belo 960,000 Units as a Limited Partner
Communications Center Corporation
P. O. Box 655237
Dallas, Texas 75265
James M. Moroney, III 10,000 Shares of Series B 1,000 Units as a General Partner and
A.H. Belo Corporation Common Stock of A.H. Belo 9,000 Units as a Limited Partner
Communications Center Corporation
P. O. Box 655237 Total Units = 1,000,000
Dallas, Texas 75265
</TABLE>
Exhibit "A" - Solo Page
