<PAGE> 1
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 28, 1997
A. H. BELO CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 1-8598 75-0135890
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation)
</TABLE>
P.O. BOX 655237
DALLAS, TEXAS 75265-5237
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 977-6606
=============================================================================
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 28, 1997, A. H. Belo Corporation ("Belo")
completed its acquisition of The Providence Journal Company ("Providence
Journal") pursuant to the Amended and Restated Agreement and Plan of Merger,
dated as of September 26, 1996 (the "Merger Agreement") and incorporated herein
by reference to Appendix A to the Joint Proxy Statement/Prospectus of Belo and
Providence Journal, dated January 8, 1997. Under the terms of the Merger
Agreement, Providence Journal merged with and into A H Finance Company
("Finance"), a wholly owned subsidiary of Belo, and the surviving corporation
was renamed Belo Holdings, Inc. ("Belo Holdings").
The aggregate consideration received by the stockholders of Providence
Journal in the merger was approximately $587.1 million in cash and approximately
25,395,000 shares of Belo's Series A Common Stock, par value $1.67 per share
("Belo Series A Common Stock"). Each share of Providence Journal common stock
was converted into either: (1) the right to receive approximately 0.6024 shares
of Belo Series A Common Stock and $9.7648 in cash, without interest, (2) the
right to receive $32.1421 in cash, without interest, or (3) the right to receive
0.5333 shares of Belo Series A Common Stock and $12.33 in cash, without
interest. Belo filed a Registration Statement on Form S-4, effective January 8,
1997, covering the shares of Belo Series A Common Stock to be issued in the
merger. Belo borrowed the cash paid to Providence Journal stockholders in the
merger through its variable rate revolving credit agreement with a syndicate of
14 banks led by managing agents Citicorp Securities, Inc., The First National
Bank of Chicago and Texas Commerce Bank National Association.
Prior to the merger, Providence Journal, among other things,
owned and operated nine network-affiliated television stations, provided or
contracted to provide programming and marketing services to four television
stations, published the largest daily newspaper in Rhode Island and
southeastern Massachusetts, and produced diversified programming and
interactive electronic media services.
Immediately after the merger, Belo Holdings transferred all of
the assets associated with its newspaper business to PJ Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Belo Holdings ("PJ Sub"), in
exchange for the assumption by PJ Sub of liabilities associated with the
newspaper business. PJ Sub immediately filed an amended and restated
certificate of incorporation, changing its name to The Providence Journal
Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired.
Belo intends to file any financial statements required by this
item, consistent with Commission interpretations thereunder, on or before May
13, 1997.
2
<PAGE> 3
(b) Pro Forma Financial Information.
Belo intends to file any financial statements required by this
item, consistent with Commission interpretations thereunder, on or before May
13, 1997.
(c) Exhibits.
2.1. The Amended and Restated Agreement and Plan of
Merger, dated as of September 26, 1996, is incorporated by reference to
Appendix A of the Joint Proxy Statement/Prospectus of Belo and Providence
Journal included in Belo's Registration Statement on Form S-4 (Registration No.
333-19337) filed with the Commission on January 8, 1997.
99.1 Press Release, dated February 13, 1997.
99.2 Press Release, dated February 26, 1997.
99.3 Press Release, dated February 28, 1997.
3
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
A. H. BELO CORPORATION
Dated: March 14, 1997 By: /s/ Michael D. Perry
-----------------------------
Michael D. Perry
Senior Vice President and
Chief Financial Officer
4
<PAGE> 5
EXHIBIT LIST
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
99.1 Press Release, dated February 13, 1997.
99.2 Press Release, dated February 26, 1997.
99.3 Press Release, dated February 28, 1997.
</TABLE>
<PAGE> 1
EXHIBIT 99.1
PRESS RELEASE, DATED FEBRUARY 13, 1997
A. H. BELO CORPORATION News Release
FOR IMMEDIATE RELEASE Contact: Harold Gaar
Thursday, February 13, 1997 214/977-7650
2:00 P.M. CST
BELO, PROVIDENCE JOURNAL COMPANY
SET VALUATION PERIOD STOCK PRICE
DALLAS -- A. H. Belo Corporation and The Providence Journal Company
announced today that the valuation period stock price for purposes of the
consideration to be paid in the merger of The Providence Journal Company into
A. H. Belo Corporation is $37.15 per share, based on the average closing price
of Belo Series A Common Stock from January 29 to February 11.
Based on this price, Providence Journal shareholders making an
all-stock election will receive .8652 per share of A. H. Belo Series A Common
Stock, and those making an all-cash election will receive $32.14 per share.
Because the total number of shares of Belo Stock to be issued in the merger and
the total amount of cash to be paid in the merger are fixed, an all stock or
all-cash election may be subject to proration. Providence Journal shareholders
must make their elections by February 18, 1997, at 4 p.m. Central Standard Time
at the offices of The First National Bank of Boston (Corporate Agency and
Reorganization), P.O. Box 1889 - Mail Stop 45-02-53, Boston, Massachusetts
02105.
The companies will hold their shareholder meetings to vote on the
proposed merger on February 19, 1997. The transaction is expected to close as
soon as possible thereafter, when all conditions to the merger have been
satisfied.
6
<PAGE> 1
EXHIBIT 99.2
PRESS RELEASE, DATED FEBRUARY 26, 1997
A. H. BELO CORPORATION News Release
FOR IMMEDIATE RELEASE Contact: Harold Gaar
Wednesday, February 26, 1997 214/977-7650
11:30 A.M. CST
BELO ANNOUNCES RESULTS OF
MERGER CONSIDERATION ELECTION
DALLAS -- A. H. Belo Corporation announced today that Belo Series A
Common Stock to be issued as consideration in Belo's acquisition by merger of
The Providence Journal Company was oversubscribed.
As a result, Providence Journal shareholders who elected the mixed
consideration will receive $12.33 in cash and .5333 shares of Belo Series A
Common Stock for each share of Providence Journal Common Stock. Shareholders
electing all cash and shareholders who did not make an election will receive
cash in the amount of $32.14 per share of Providence Journal stock.
Shareholders electing all stock will receive .6024 shares of Belo Series A
Common Stock and $9.76 in cash for each share of Providence Journal stock.
The transaction is expected to close as soon as possible, when all
conditions to closing, including the approval of the Federal Communications
Commission, are met.
<PAGE> 1
EXHIBIT 99.3
PRESS RELEASE, DATED FEBRUARY 28, 1997
A. H. BELO CORPORATION News Release
FOR IMMEDIATE RELEASE Contact: Harold Gaar
Friday, February 28, 1997 214/977-7650
11:00 A.M. CST
BELO ACQUIRES THE PROVIDENCE JOURNAL COMPANY
HAMBLETT, FREEMAN, BURNHAM AND BECTON
JOIN BOARD OF DIRECTORS
DALLAS -- A. H. Belo Corporation announced today that it completed the
merger of The Providence Journal Company into a wholly-owned subsidiary of
Belo. An agreement to purchase The Providence Journal Company was announced on
September 26, 1996 and on February 19, 1997, shareholders of both companies
overwhelmingly approved the terms of the merger. The Federal Communications
Commission approved the transaction today.
Belo also announced the appointment of four directors of The
Providence Journal Company to its Board of Directors effective May 14, 1997 at
the Belo Board of Directors meeting following the Annual Meeting of
Shareholders. Stephen Hamblett and Peter B. Freeman will serve as Class III
directors until the Company's Annual Meeting of Shareholders in May 1998:
Fanchon M. Burnham will serve as a Class I director until Belo's Annual Meeting
of Shareholders in May 1999; and Henry P. Becton, Jr. will serve as a Class II
director until the Company's Annual Meeting of Shareholders in May 2000. The
directors were appointed to Belo's Board of Directors in connection with the
Company's acquisition of The Providence Journal Company.
Robert W. Decherd, Belo's chairman, president and chief executive
officer, said. "We are privileged to add this outstanding group of directors
to Belo's Board. We welcome our new colleagues and look forward to their
counsel."
Mr. Hamblett, 62, served as chairman, chief executive and publisher of
The Providence Journal Company until the closing. The Providence Journal
Company will become the Belo subsidiary which publishes the Providence
Journal-Bulletin and will have a separate board of directors. Mr. Hamblett
will be a director, chairman, chief executive officer and publisher of that
subsidiary company and the Providence Journal-Bulletin. Mr. Hamblett began
his career with the Providence Journal in its advertising department in 1957,
and after rising through the management ranks, became chairman, publisher and
chief executive officer of The Providence Journal Company in 1987. Mr.
Hamblett graduated from Harvard College in 1957.
Mr. Freeman, 64, served as a director of The Providence Journal
Company from 1981 until 1997, having also served as chairman of the Audit
Committee. Mr. Freeman's career in Providence has focused on banking and
investment management. He is currently a director of Amica Mutual Insurance
Company and Amica Life Insurance Company, as well as a trustee of Eastern
Utilities Associates and various investment companies managed by Scudder,
Stevens &
<PAGE> 2
Clark. He is a graduate of Yale University and received a graduate degree in
business administration from New York University in 1961.
Mrs. Burnham, 52, formed F.M. Burnham and Associates in Washington,
D.C. in 1985, following a career with Donaldson, Lufkin & Jenrette, Inc. and
served as a director of The Providence Journal Company from 1992 until 1997.
She is active in community affairs in Washington, having served on the boards
of several not-for-profit organizations, including a recent term as president
of the board of Family & Child Services, Inc. Mrs. Burnham is a graduate of
Vassar College and received a masters of science in accounting from Georgetown
University in 1982.
Mr. Becton, 53, served as a director of The Providence Journal Company
from 1992 until 1997 and most recently served as chairman of the Nominating
Committee. Mr. Becton is president of WGBH Educational Foundation in Boston,
where he supervises a staff of 1,000 employees and is responsible for three
television stations, an FM radio station and WGBH's national programming,
educational publishing and access technology activities. He is a magna cum
laude of Yale University and received his J.D. degree cum laude from Harvard
Law School in 1968.
A. H. Belo Corporation is a leading television broadcasting and
newspaper publishing company that owns and operates 16 network-affiliated
television stations; six daily newspapers; three local or regional cable news
channels; and Belo Productions, Inc. Belo also manages four television
stations through local marketing agreements, is the managing general partner of
the Television Food Network and holds a controlling interest in America's
Health Network. Three of Belo's stations are in the top 12 U.S. television
markets, seven in the top 30 and eleven in the top 50 markets. The Company's
television group reaches 13.5 percent of all U.S. television households.
Belo's Broadcast Division includes four ABC affiliates (WFAA-TV in
Dallas-Fort Worth; KXTV in Sacramento, California; WVEC-TV in Hampton-Norfolk,
Virginia; and WHAS-TV in Louisville, Kentucky); five CBS affiliates (KHOU-TV in
Houston, Texas; KMOV-TV* in St. Louis, Missouri; WWL-TV in New Orleans,
Louisiana; KOTV in Tulsa, Oklahoma; and KREM-TV in Spokane, Washington); five
NBC affiliates (KING-TV in Seattle-Tacoma, Washington; KGW-TV in Portland,
Oregon; WCNC-TV in Charlotte, North Carolina; KHNL-TV in Honolulu, Hawaii; and
KTVB-TV in Boise, Idaho); and two FOX affiliates (KMSB-TV in Tucson, Arizona
and KASA-TV in Albuquerque, New Mexico.)
Belo's principal newspapers are The Dallas Morning News
(http://www.dallasnews.com) and the Providence Journal-Bulletin
(http://www.projo.com). The Dallas Morning News is the newspaper upon which
the Company was founded and has the country's eighth largest Sunday circulation
(785,934) and ninth largest daily circulation (513,099). Belo's other daily
newspapers are the Owensboro (KY) Messenger-Inquirer; the Byran-College
Station (TX) Eagle; the Arlington (TX) Morning News and The Gleaner in
Henderson, Kentucky.
The success of Belo's media franchises is built upon providing local
news, information and community service of the highest caliber. These
principles have attracted and built relationships with viewers, readers and
advertisers and have guided the Company's success for 154 years.
__________________________________
* Pending FCC approval.
9
