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FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
A.H. BELO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-0135890
(State of incorporation or organization) (IRS Employer Identification No.)
400 SOUTH RECORD STREET
DALLAS, TEXAS 75202
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On March 10, 1986, A.H. Belo Corporation (the "Company")
declared a dividend of one preferred share purchase right (a "Right") for each
outstanding share of common stock, par value $1.67 per share, of the Company.
The dividend was payable on March 20, 1986 (the "Record Date"), to stockholders
of record on the Record Date, and with respect to all shares of common stock of
the Company that have or will become outstanding prior to the earliest of the
Distribution Date (as hereinafter defined), the redemption of the Rights, and
the expiration of the Rights. Except as set forth below, and subject to
adjustment as provided in the Rights Agreement (as hereinafter defined), each
Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of the Company's Series A Junior Participating
Preferred Stock, par value $1.00 per share (the "Preferred Stock"), at an
exercise price of $150 per share (the "Purchase Price"). The description and
terms of the Rights are set forth in the Rights Agreement, dated as of March
10, 1986, as amended and restated as of February 28, 1996 (the "Rights
Agreement"), between the Company and Chemical Mellon Shareholder Services,
L.L.C., as rights agent (the "Rights Agent").
Two series of common stock of the Company are currently issued
and outstanding, Series A Common Stock and Series B Common Stock (shares of
either of which, "Common Shares").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons has
acquired beneficial ownership of 30% or more of the outstanding Common Shares
(an "Acquiring Person") or (ii) 10 days following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer the
consummation of which would result in the beneficial ownership by a person or
group of 30% or more of the outstanding Common Shares (the earlier of such
dates being called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Common Share certificates outstanding as of the Record
Date, by such Common Share certificate with a copy of a summary of rights
attached thereto.
The Rights Agreement provides that, until the Distribution
Date (or earlier redemption or expiration of the Rights), the Rights will be
transferred with and only with the Common Shares. Until the Distribution Date
(or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or
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earlier redemption or expiration of the Rights), the surrender for transfer of
any certificates for Common Shares outstanding as of the Record Date will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on March 20, 2006 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then-current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preferred Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one
one-hundredths of a Preferred Share issuable upon exercise of each Right are
also subject to adjustment in the event of a stock split of either series of
the Common Shares or a stock dividend on either series of the Common Shares
payable in Common Shares or subdivisions, consolidations or combinations of
either series of the Common Shares occurring, in any such case, prior to the
Distribution Date.
The Preferred Shares purchasable upon exercise of the Rights
will have a minimum preferential quarterly dividend of $10 per share, but will
be entitled to receive, in the aggregate, a dividend of 100 times the dividend
declared on the Common Shares. In the event of liquidation, the holders of the
Preferred Shares will be entitled to receive a minimum liquidation payment of
$100 per share, but will be entitled to receive an aggregate liquidation
payment equal to 100 times the payment
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made per Common Share. Each Preferred Share will have 100 votes, voting
together with the Common Shares. In the event of any merger, consolidation or
other transaction in which Common Shares are exchanged, each Preferred Share
will be entitled to receive 100 times the amount and type of consideration
received per Common Share. The rights of the Preferred Shares as to dividends
and liquidation, and in the event of mergers and consolidations, are protected
by customary anti-dilution provisions. Because of the nature of the Preferred
Shares' dividend, liquidation and redemption rights, the value of the interest
in a Preferred Share purchasable upon the exercise of each Right should
approximate the value of one Common Share.
Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one one-hundredth interest in a
Preferred Share purchasable upon exercise of each Right should approximate the
value of one Common Share.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market
value of two times the exercise price of the Right. In the event that any
person or group of affiliated or associated persons becomes an Acquiring
Person, proper provision shall be made so that each holder of a Right, other
than Rights beneficially owned by the Acquiring Person (which will thereafter
be void), will thereafter have the right to receive upon exercise that number
of Common Shares having a market value of two times the exercise price of the
Right.
At any time after any person or group becomes an Acquiring
Person and prior to the acquisition by such person or group of 50% or more of
the voting power of the outstanding Common Shares, the Board of Directors of
the Company may exchange the Rights (other than Rights owned by such person or
group which will have become void), in whole or in part, at an exchange ratio
of one share of Series A Common Stock or Series B Common Stock, as determined
by the Board of Directors, per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No
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fractional Preferred Shares will be issued (other than fractions which are
integral multiples of one one-hundredth of a Preferred Share) and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Preferred Shares on the last trading day prior to the date of exercise.
At any time prior to the acquisition by a person or group of
affiliated or associated persons of beneficial ownership of 30% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.01 per Right (the "Redemption
Price") (subject to adjustment). Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
including an amendment to lower certain thresholds described above to not less
than the greater of (i) the sum of .001% and the largest percentage of the
outstanding Common Shares then known to the Company to be beneficially owned by
any person or group of affiliated or associated persons and (ii) 10%; provided
that after the Distribution Date, no amendment shall adversely affect the
interests of the holders of Rights Certificates.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The foregoing summary description of the Rights does not
purport to be complete and is qualified in its entirety by reference to the
Rights Agreement, which is filed as Exhibit 1 hereto and incorporated herein by
reference.
ITEM 2. EXHIBITS.
The following items are filed as exhibits to the Registration
Statement:
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Exhibit No. Description of Document
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1 Form of Amended and Restated Rights Agreement, dated as of March 10, 1986, as amended and
restated as of February 28, 1996, between A.H. Belo Corporation and Chemical Mellon
Shareholder Services, L.L.C. (incorporated by
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</TABLE>
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<TABLE>
<S> <C>
reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K dated February 28,
1996)
2 Specimen Form of Certificate representing shares of the Company's Series A Common Stock
(incorporated by reference to Exhibit 4.2 to the Company's 1992 Annual Report on Form 10-K)
3 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 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
RightCertificate (incorporated by reference to Exhibit 4.8 to the Company's 1991 Annual
Report on Form 10-K)
5 Supplement No. 1 to Rights Agreement
(incorporated by reference to Exhibit 4.9 to the Company's 1991 Annual Report on Form 10-K)
6 Supplement No. 2 to Rights Agreement
(incorporated by reference to Exhibit 4.9 to the Company's 1992 Annual Report on Form 10-K)
7 Supplement No. 3 to Rights Agreement
(incorporated by reference to Exhibit 4.10 to the Company's 1992 Annual Report on Form
10-K)
8 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 1993 Annual Report on Form 10-K)
9 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)
10 Supplement No. 6 to Rights Agreement
(incorporated by reference to Exhibit 4.10 to the Company's 1994 Annual Report on Form
10-K)
</TABLE>
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this amendment to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: March __, 1996
A.H. BELO CORPORATION
By:
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Michael J. McCarthy
Senior Vice President,
General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit No. Description of Document Page No.
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1 Form of Amended and Restated Rights
Agreement, dated as of March 10, 1986,
as amended and restated as of
February 28, 1996, between A.H. Belo
Corporation and Chemical Mellon
Shareholder Services, L.L.C.
(incorporated by reference to
Exhibit 4.4 to the Company's Annual
Report on Form 10-K dated February
28, 1996)
2 Specimen Form of Certificate
representing shares of the Company's
Series A Common Stock (incorporated by
reference to Exhibit 4.2 to the Company's
1992 Annual Report on Form 10-K)
3 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 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
Company's 1991 Annual Report on Form 10-K)
5 Supplement No. 1 to Rights Agreement
(incorporated by reference to Exhibit
4.9 to the Company's 1991 Annual Report
on Form 10-K)
6 Supplement No. 2 to Rights Agreement
(incorporated by reference to Exhibit
4.9 to the Company's 1992 Annual Report
on Form 10-K)
7 Supplement No. 3 to Rights Agreement
(incorporated by reference to Exhibit
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Exhibit No. Description of Document Page No.
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4.10 to the Company's 1992 Annual
Report on Form 10-K)
8 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
1993 Annual Report on Form 10-K)
9 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)
10 Supplement No. 6 to Rights Agreement
(incorporated by reference to Exhibit
4.10 to the Company's 1994 Annual
Report on Form 10-K)
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