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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):
June 2, 1997
A. H. BELO CORPORATION
(Exact name of Registrant as Specified in its Charter)
DELAWARE 1-8598 75-0135890
(State of Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
P. O. BOX 655237 75265
DALLAS, TEXAS (Zip Code)
(Address of Principal Executive Offices)
(214) 977-6606
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if change since last report)
Index to Exhibits appears on page 3 herein.
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ITEM 5. OTHER EVENTS
Effective June 2, 1997, A. H. Belo Corporation (the "Company")
exchanged KIRO-TV, the Company's UPN affiliate in Seattle-Tacoma, Washington,
for CBS affiliate KMOV-TV in St. Louis Missouri. The exchange was undertaken
to comply with Federal Communications Commission regulations prohibiting dual
ownership of television stations in a single market. A copy of the Company's
press release dated June 2, 1997 announcing the completion of the transaction
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On April 21, 1997 the Company filed a registration statement (File No.
333-25579) on Form S-3 with the Securities and Exchange Commission (the
"Commission") relating to the public offering, pursuant to Rule 415 under the
Securities Act of 1933, as amended, of up to an aggregate of $1.5 billion of
Debt Securities and Warrants to purchase Debt Securities of the Company (the
"Registration Statement"). The Registration Statement was declared effective
by the Securities and Exchange Commission on June 3, 1997. In connection with
the filing of the Registration Statement, the Company is filing Exhibits 1.2,
4.2, 4.3, 4.4 and 25 to this Form 8-K. See "Item 7. Financial Statements and
Exhibits."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibits are filed as part of this Report:
1.2 Form of proposed Underwriting Agreement - alternative to form
of Distribution Agreement filed as Exhibit 1 to the
Registration Statement (File No. 333-25579).
4.2 Form of proposed Senior Note due June ____, 2002.
4.3 Form of proposed Senior Note due June _____, 2007.
4.4 Form of proposed Senior Debenture due June _____, 2027.
25 Statement of Eligibility and Qualifications on Form T-1
of The Chase Manhattan Bank to act as Trustee under the
Indenture.
99.1 Press Release of A. H. Belo Corporation dated June 2, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
A. H. BELO CORPORATION
/s/ Michael D. Perry
Date: June 10, 1997
-2-
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EXHIBIT INDEX
Exhibit
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1.2 Form of proposed Underwriting Agreement.
4.2 Form of proposed Senior Note due June _____, 2002.
4.3 Form of proposed Senior Note due June _____, 2007.
4.4 Form of proposed Senior Debenture due June ______, 2027.
25 Statement of Eligibility and Qualifications on Form T-1 of The
Chase Manhattan Bank to act as Trustee under the Indenture.
99.1 Press Release of A. H. Belo Corporation dated June 2, 1997.
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EXHIBIT 1.2
A. H. BELO CORPORATION
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
(DEBT SECURITIES AND WARRANTS
TO PURCHASE DEBT SECURITIES)
June __, 1997
From time to time, A. H. Belo Corporation, a Delaware corporation (the
"Company"), may enter into one or more underwriting agreements that provide for
the sale of designated securities to the several underwriters named therein.
The standard provisions set forth herein may be incorporated by reference in
any such underwriting agreement (an "Underwriting Agreement"). The
Underwriting Agreement, including the provisions incorporated therein by
reference, is herein sometimes referred to as "this Agreement." Terms defined
in the Underwriting Agreement are used herein as therein defined.
The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement, including a prospectus, relating to the
Debt Securities and Debt Warrants and has filed with, or transmitted for filing
to, or shall promptly hereafter file with or transmit for filing to, the
Commission a prospectus supplement (the "Prospectus Supplement") specifically
relating to the Offered Securities and the Debt Warrant Securities pursuant to
Rule 424 under the Securities Act of 1933, as amended (the "Securities Act").
The term "Registration Statement" means the registration statement, as amended
to the date of this Agreement, including the exhibits thereto and any documents
incorporated by reference therein. The term "Basic Prospectus" means the
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prospectus included in the Registration Statement. The term "Prospectus" means
the Basic Prospectus together with the Prospectus Supplement. The term
"preliminary prospectus" means a preliminary prospectus supplement specifically
relating to the Offered Securities and the Debt Warrant Securities, together
with the Basic Prospectus. As used herein, the terms "Basic Prospectus,"
"Prospectus" and "preliminary prospectus" shall include, in each case, the
documents, if any, incorporated by reference therein. The terms "supplement,"
"amendment" and "amend" as used herein shall include all documents deemed to be
incorporated by reference in the Prospectus that are filed subsequent to the
date of the Basic Prospectus by the Company with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
The term "Contract Securities" means the Offered Securities to be
purchased pursuant to the delayed delivery contracts substantially in the form
of Schedule I hereto, with such changes therein as the Company may approve (the
"Delayed Delivery Contracts"). The term "Underwriters' Securities" means the
Offered Securities other than Contract Securities.
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1. REPRESENTATIONS AND WARRANTIES.
(a) The Company represents and warrants to each Underwriter as
follows:
(i) The Registration Statement has been filed with, and in the
form delivered to such Underwriter, has been declared effective by
the Commission; no other document with respect to the Registration
Statement has been filed or transmitted for filing with the
Commission; and no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceeding for that
purpose has been initiated or threatened by the Commission;
(ii) Documents, financial statements and schedules incorporated
by reference in the Registration Statement or Prospectus, when they
became effective or were filed with the Commission, as the case may
be, conformed in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents
contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make
the statements therein not misleading; and any further documents so
filed and incorporated by reference in the Prospectus, or any
amendment or supplement thereto, when such documents become effective
or are filed with the Commission, as the case may be, will conform in
all material respects to the requirements of the Securities Act or
the Exchange Act, as applicable, and the rules and regulations of the
Commission thereunder and will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
provided, however, that this representation and warranty shall not
apply to any statements or omissions made in reliance upon and in
conformity with information furnished in writing to the Company by
any Underwriter expressly for use in the Prospectus;
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(iii) The Registration Statement and the Prospectus, in each
case as amended or supplemented, conform, and any further amendments
or supplements to the Registration Statement or Prospectus will
conform, in all material respects, to the requirements of the
Securities Act and the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"), and the rules and regulations of the
Commission thereunder and do not and will not, as amended or
supplemented, contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; provided, however,
that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by any Underwriter
expressly for use in the Prospectus or the information contained in
the Statement of Eligibility and Qualification of the Trustee under
the Trust Indenture Act filed as an exhibit to a Current Report on
Form 8-K dated June __, 1997 and incorporated into the Registration
Statement by reference (the "Form T-1"); there is no contract or
document of a character required to be described in the Registration
Statement or the Prospectus or to be filed as an exhibit to the
Registration Statement which is not described or filed as required;
(iv) The Company and its subsidiaries considered as a whole have
not sustained since the date of the latest audited financial
statements included or incorporated by reference in the Prospectus
any material loss or interference with its business from fire,
explosion, flood or other calamity, whether or not covered by
insurance, or from any labor dispute or court or governmental action,
order or decree, otherwise than as set forth or contemplated in the
Prospectus; and, since the respective dates as of which information
is given in the Registration Statement and the Prospectus, there has
not been any material adverse change, or any development involving a
prospective material adverse change, in or affecting the general
affairs, management, financial position or results of operations of
the Company and its subsidiaries considered as a whole, otherwise
than as set forth, incorporated by reference or contemplated in the
Prospectus;
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(v) The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the
State of Delaware and has been duly qualified as a foreign
corporation for the transaction of business and is in good standing
under the laws of each other jurisdiction in which it owns or leases
properties, or conducts any business in an amount that is material to
the business of the Company and its subsidiaries considered as a
whole so as to require such qualification or is subject to no
material liability or disability by reason of the failure to be so
qualified; each subsidiary of the Company has been duly incorporated
and is validly existing as a corporation in good standing under the
laws of its jurisdiction of incorporation and is duly qualified as a
foreign corporation for the transaction of business and in good
standing under the laws of each other jurisdiction in which it owns
or leases properties, or conducts any business, so as to require such
qualification, or is subject to no material liability or disability
by reason of the failure to be so qualified; each of the Company and
its subsidiaries has the corporate power and authority, and has all
required material governmental licenses and permits (including,
without limitation, licenses under the Communications Act of 1934, as
amended (the "Communications Act") and the rules and regulations of
the Federal Communications Commission ("FCC") thereunder), in full
force and effect, to own or lease its properties, as applicable, to
execute, deliver and perform its obligations under this Agreement,
the Delayed Delivery Contracts, the Indenture, the Warrant Agreement
and the Offered Securities, and to conduct its business as presently
conducted and proposed to be conducted, as described in the
Registration Statement;
(vi) The Offered Securities and Debt Warrant Securities have
been duly authorized and, when executed, authenticated, issued and
delivered, and paid for (i) by the Underwriters in accordance with
the terms of the Underwriting Agreement, in the case of Underwriters'
Securities, or by institutional investors in accordance with the
terms of the Delayed Delivery Contracts, in the case of the
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Contract Securities and (ii) upon the exercise of Debt Warrants
pursuant to the Warrant Agreement, in the case of the Debt Warrant
Securities, will constitute valid and legally binding obligations of
the Company entitled to the benefits provided by the Indenture and
the Warrant Agreement; the Indenture has been duly authorized,
executed and delivered and duly qualified under the Trust Indenture
Act and constitutes a valid and legally binding instrument,
enforceable in accordance with its terms, subject, as to enforcement,
to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to
general equity principles; the Indenture and Warrant Agreement
conform, and the Offered Securities conform, in all material
respects, to the descriptions thereof in the Prospectus; this
Agreement and the Delayed Delivery Contracts have been duly
authorized, executed and delivered and each Delayed Delivery Contract
constitutes a valid and legally binding instrument, enforceable in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization, fraudulent transfer and other laws of
general applicability relating to or affecting creditors' rights and
to general equity principles; and the Warrant Agreement has been duly
authorized, executed and delivered and constitutes a valid and
legally binding instrument, enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency,
reorganization, fraudulent transfer and other laws of general
applicability relating to or affecting creditors' rights and to
general equity principles;
(vii) The issue and sale of the Offered Securities, the
compliance by the Company with the provisions of the Offered
Securities, Debt Warrant Securities, Indenture, Warrant Agreement,
Delayed Delivery Contracts and this Agreement, and the consummation
of the transactions herein and therein contemplated will not conflict
with or result in a breach or violation of any of the terms or
provisions of, or constitute a default under, any material indenture,
mortgage, deed of trust, loan agreement or other material agreement
or instrument to which the Company or any of its subsidiaries is a
party or by which the Company or any of its subsidiaries is bound or
to which any of the property or assets of the Company or any of its
subsidiaries is subject, nor will such action result in any violation
of the provisions of the Certificate of Incorporation, or By-Laws of
the
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Company or any statute (including, without limitation, the
Communications Act and the rules and regulations of the FCC
thereunder) or any order, rule or regulation of any court or
governmental agency (including, without limitation, the FCC) or body
having jurisdiction over the Company or any of its subsidiaries or
any of their properties; and no consent, approval, authorization,
order, registration or qualification of or with any court or
governmental agency (including, without limitation, the FCC) or body
is required for the solicitation of offers to purchase Offered
Securities, the issue and sale of the Offered Securities or the
consummation by the Company of the other transactions contemplated by
this Agreement, the Indenture, Delayed Delivery Contracts, Offered
Securities, Debt Warrant Securities or Warrant Agreement, except such
as have been, or will have been prior to the Closing Date obtained
under the Securities Act or the Trust Indenture Act and such
consents, approvals, authorizations, registrations or qualifications
as may be required under state securities or Blue Sky laws in
connection with the solicitation by the Underwriter(s) of offers to
purchase Offered Securities from the Company and with purchases of
Offered Securities by any Underwriter as principal, as the case may
be, in each case in the manner contemplated hereby;
(viii) Other than as set forth, incorporated by reference or
contemplated in the Prospectus, there are no legal or governmental
proceedings (including proceedings before the FCC) pending to which
the Company or any of its subsidiaries is a party or to which any
property of the Company or any of its subsidiaries is subject which
are required to be described in such documents or which would
reasonably be expected, in the opinion of the Company, individually
or in the aggregate, to have a material adverse effect on the
consolidated financial position or results of operations of the
Company and its subsidiaries considered as a whole, and, to the best
of the Company's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others;
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(ix) Immediately after any sale of the Offered Securities by the
Company under this Agreement, the aggregate amount of Offered
Securities which shall have been issued and sold by the Company
hereunder and of any other debt securities and warrants for debt
securities of the Company (other than the Offered Securities) that
shall have been issued and sold pursuant to the Registration
Statement will not exceed the amount of debt securities and warrants
registered for offer or sale under the Registration Statement;
(x) To the best of the Company's knowledge, the accountants who
have audited and reported upon the financial statements filed with
the Commission as part of the Registration Statement and the
Prospectus are independent accountants as required by the Securities
Act; the financial statements included in the Registration Statement
or Prospectus or incorporated therein by reference fairly present the
consolidated financial position and results of operations of the
Company and its subsidiaries at the respective dates and for the
respective periods to which they apply; such financial statements
have been prepared in accordance with generally accepted accounting
principles consistently applied, except as set forth in the
Registration Statement and Prospectus;
(xi) The Company has complied with, and is and will be in
compliance with, the provisions of that certain Florida act relating
to disclosure of doing business with Cuba, codified as Section
517.075 of the Florida statutes, and the rules and regulations
thereunder or is exempt therefrom; and
(xii) the Company is not an "investment company" or an entity
"controlled" by an "investment company," as such terms are defined in
the Investment Company Act of 1940, as amended.
(b) Any certificate signed by any officer of the Company and
delivered to an Underwriter or to counsel for the Underwriters in
connection with an offering of Offered Securities shall be deemed a
representation and warranty by the Company to such Underwriter as to the
matters covered thereby on the date of such certificate.
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2. DELAYED DELIVERY CONTRACTS. If the Prospectus provides for sales
of Offered Securities pursuant to Delayed Delivery Contracts, the Company
hereby authorizes the Underwriters to solicit offers to purchase Contract
Securities on the terms and subject to the conditions set forth in the
Prospectus pursuant to Delayed Delivery Contracts. Delayed Delivery Contracts
may be entered into only with institutional investors approved by the Company
of the types set forth in the Prospectus. On the Closing Date, the Company will
pay to the Manager as compensation for the accounts of the Underwriters the
commission set forth in the Underwriting Agreement in respect of the Contract
Securities. The Underwriters will not have any responsibility in respect of the
validity or the performance of any Delayed Delivery Contracts.
If the Company executes and delivers Delayed Delivery Contracts with
institutional investors, the aggregate amount of Offered Securities to be
purchased by the several Underwriters shall be reduced by the aggregate amount
of Contract Securities; such reduction shall be applied to the commitment of
each Underwriter pro rata in proportion to the amount of Offered Securities set
forth opposite such Underwriter's name in the Underwriting Agreement, except to
the extent that the Manager determines that such reduction shall be applied in
other proportions and so advises the Company; provided, however, that the total
amount of Offered Securities to be purchased by all Underwriters shall be the
aggregate amount set forth above, less the aggregate amount of Contract
Securities.
3. TERMS OF PUBLIC OFFERING. The Company is advised by the Manager
that the Underwriters propose to make a public offering of their respective
portions of the Underwriters' Securities as soon after this Agreement has been
entered into as in the Manager's judgment is advisable. The terms of the public
offering of the Underwriters' Securities are set forth in the Prospectus.
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4. PAYMENT AND DELIVERY. Except as otherwise provided in this
Section 4, payment for the Underwriters' Securities shall be made by wire
transfer of immediately available funds to such bank account or accounts as the
Company shall designate in writing not less than two full business days prior
to the Closing Date, upon delivery to the Manager, for the respective accounts
of the several Underwriters, of the Underwriters' Securities registered in such
names and in such denominations as the Manager shall request in writing not
less than two full business days prior to the date of delivery, with any
transfer taxes payable in connection with the transfer of the Underwriters'
Securities to the Underwriters duly paid.
Delivery on the Closing Date of any Underwriters' Securities that are
(i) Debt Securities in bearer form shall be effected by delivery of a single
temporary global Debt Security without coupons (the "Global Debt Security")
evidencing the Offered Securities that are Debt Securities in bearer form and
(ii) Debt Warrants in bearer form shall be effected only by delivery of a
single permanent global Debt Warrant (the "Global Debt Warrant") evidencing the
Offered Securities that are Debt Warrants in bearer form, in each case to a
common depositary for Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euro-clear System ("Euro-clear"), and for Centrale
de Livraison de Valeurs Mobilieres S.A. ("Cedel") for credit to the respective
accounts at Euro-clear or Cedel of each Underwriter or to such other accounts
as such Underwriter may direct. Any Global Debt Security or Global Debt Warrant
shall be delivered to the Manager not later than the Closing Date, against
payment of funds to the Company in the net amount due to the Company for such
Global Debt Security or Global Debt Warrant, as the case may be, by the method
and in the form set forth in the Underwriting Agreement. The Company shall
cause definitive Debt Securities in bearer form to be prepared and delivered in
exchange for such Global Debt Security in such manner and at such time as may
be provided in or pursuant to the Indenture; provided, however, that the Global
Debt Security shall be exchangeable for definitive Debt Securities in bearer
form only on or after the date specified for such purpose in the Prospectus.
Debt Warrants in bearer form shall be evidenced only by a Global Debt Warrant
until their expiration.
5. CONDITIONS TO THE UNDERWRITERS' OBLIGATIONS. The obligations of
any Underwriter pursuant to this Agreement will be subject at all times to the
accuracy, as of the applicable date when such representations are made, of the
representations and warranties on the part of the Company herein and to the
accuracy, as of the date effective, of any statements of the
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Company's officers made in any certificate furnished pursuant to the provisions
hereof, to the performance and observance by the Company of all covenants and
agreements herein contained which are to be performed and observed by the
Company, and to the following additional conditions precedent:
(a) On the Closing Date, the Underwriters shall have received an
opinion from Locke Purnell Rain Harrell (A Professional Corporation),
counsel to the Company, dated as of the Closing Date and in form and
substance satisfactory to counsel for the Underwriters to the effect
that:
(i) The Company is a corporation validly existing and in good
standing under the laws of its state of incorporation.
(ii) The Company has the requisite corporate power and
corporate authority to enter into and perform its obligations under
this Agreement, the Delayed Delivery Contracts and the Indenture
and the Warrant Agreement, to borrow money as contemplated in this
Agreement and the Indenture, and to issue, sell and deliver the
Offered Securities and the Debt Warrant Securities; the Company has
the corporate power and corporate authority to conduct its business
as described in the Registration Statement.
(iii) This Agreement has been duly authorized, executed and
delivered by the Company.
(iv) The Indenture has been duly authorized, executed and
delivered by the Company and (assuming due authorization, execution
and delivery by the Trustee) is a valid and binding agreement of
the Company, enforceable against the Company in accordance with its
terms, except that such enforceability may be
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limited by (A) bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws now or hereafter in
effect relating to or affecting creditors' rights generally, (B)
general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law) and (C) such other
customary matters as shall be satisfactory to the Underwriters.
(v) The Warrant Agreement has been duly authorized, executed
and delivered by the Company and (assuming due authorization,
execution and delivery by the warrant agent) is a valid and binding
agreement of the Company, enforceable in accordance with its terms,
except that such enforceability may be limited by (A) bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or
other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally, (B) general principles of
equity (regardless of whether enforcement is sought in a proceeding
in equity or at law) and (C) such other customary matters as shall
be satisfactory to the Underwriters. Each Delayed Delivery Contract
has been duly authorized, executed and delivered by the Company and
(assuming due authorization, execution and delivery by the
institutional investor party thereto) is a valid and binding
agreement of the Company, enforceable in accordance with its terms,
except that such enforceability may be limited by (A) bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or
other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally, (B) general principles of
equity (regardless of whether enforcement is sought in a proceeding
in equity or at law) and (C) such other customary matters as shall
be satisfactory to the Underwriters.
(vi) No consent or approval of any United States governmental
authority or other United States person or United States entity is
required in connection with the issuance or sale of the Offered
Securities or the Debt Warrant Securities other than registration
thereof under the Securities Act, qualification of the Indenture
under the Trust Indenture Act, and such registrations or
qualifications as may be necessary under the securities or Blue Sky
laws of the various United States jurisdictions in which the
Offered Securities are to be offered or sold.
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(vii) (A) The Debt Securities and the Debt Warrant Securities,
when executed by the Company and authenticated in accordance with
the terms of the Indenture (assuming the due authorization,
execution and delivery of the Indenture by the Trustee) and issued
to and paid for by the purchasers thereof in accordance with the
Underwriting Agreement or the Delayed Delivery Contracts, as
applicable, will be entitled to the benefits of the Indenture and
will be valid and binding obligations of the Company enforceable
against the Company in accordance with their respective terms,
except that such enforceability may be limited by (I) bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer or
other similar laws now or hereafter in effect relating to or
affecting creditors' rights generally, (II) general principles of
equity (regardless of whether such enforcement is sought in a
proceeding in equity or at law) and (III) such other customary
matters as shall be satisfactory to the Underwriters; and
(B) The Debt Warrants, when issued by the Company will be
valid and binding obligations of the Company enforceable against
the Company in accordance with their respective terms, except that
such enforceability may be limited by (A) bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar
laws now or hereafter in effect relating to or affecting creditors'
rights generally, (B) general principles of equity (regardless of
whether such enforcement is sought in a proceeding in equity or at
law) and (C) such other customary matters as shall be satisfactory
to the Underwriters.
(viii) The Registration Statement has become effective under
the Securities Act and the Indenture has been qualified under the
Trust Indenture Act, and, to the best of such counsel's knowledge,
no stop order suspending the effectiveness of the Registration
Statement has been issued and no proceedings for that purpose have
been instituted or are pending or contemplated.
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(ix) The execution and delivery of this Agreement, the Delayed
Delivery Contracts, the Indenture and Warrant Agreement by the
Company, the issuance and sale of the Offered Securities and Debt
Warrant Securities and the fulfillment of this Agreement, the
Delayed Delivery Contracts, and the Indenture and Warrant Agreement
by the Company will not conflict with or constitute a breach of or
a default (with the passage of time or otherwise) under (A) the
Certificate of Incorporation or By-laws of the Company, (B) any
statute, law or regulation to which the Company or any of its
properties may be subject or (C) any judgment, decree or order,
known to such counsel, of any court or governmental agency or
authority entered in any proceeding to which the Company was or is
now a party or by which it is bound; provided, that such counsel
may state that (I) the opinion set forth in clause (B) of this
paragraph (ix) is limited to those United States and Texas
statutes, laws or regulations currently in effect which, in such
counsel's experience, are normally applicable to transactions of
the type contemplated by this Agreement, and (II) no opinion is
expressed as to the securities or Blue Sky laws of the various
jurisdictions in which the Offered Securities are to be offered and
(III) no opinion is expressed with respect to such clause (B) with
respect to the Offered Securities which are to be indexed or linked
to any foreign currency, composite currency, commodity, equity
index or similar index.
(x) The Registration Statement, as of the date it became
effective, and the Prospectus, as of the date of this Agreement and
the Closing Date, appear on their face to be appropriately
responsive in all material respects to the requirements of the
Securities Act, except that, in each case, such counsel need not
express an opinion as to (A) documents, financial statements and
schedules incorporated by reference therein, (B) the financial
statements and schedules and other financial or statistical data
included or incorporated by reference therein or (C) the Form T-1.
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(xi) The statements in (A) the Basic Prospectus under the
caption "Description of Debt Securities" and "Description of
Warrants" and (B) in the Prospectus Supplement under the caption
"Description of Offered Securities" insofar as they purport to
summarize certain provisions of documents and of the legal matters
specifically referred to therein, are in all material respects
accurate summaries of such provisions and legal matters.
In rendering the opinions set forth above, such counsel may
state that (1) with respect to paragraphs (iv), (v) and (vii), such
enforcement may be limited by: (A) requirements that a claim with respect
to any Offered Securities denominated other than in United States dollars
(or a judgment denominated other than in United States dollars in respect
of such claim) be converted into United States dollars at a rate of
exchange prevailing on a date determined pursuant to applicable law and (B)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency;
and (2) with respect to paragraphs (iv), (v), (vi) and (vii), no opinion
is expressed thereto with respect to any Offered Securities or Debt
Warrant Securities that are to be indexed or linked to any foreign
currency or composite currency, commodity, equity index or similar index.
In addition, such counsel shall state that they have
participated in conferences with officers and other representatives of the
Company, counsel employed by the Company, representatives of the
independent public accountants for the Company, representatives of the
Underwriters and counsel for the Underwriters, at which conferences the
contents of the Registration Statement and Prospectus and related matters
were discussed and, although such counsel is not passing upon, and does
not assume any responsibility for, the accuracy, completeness or fairness
of the statements contained in the Registration Statement or the
Prospectus and have not made any independent check or verification
thereof, on the basis of the foregoing, no facts have come to such
counsel's attention that lead them to believe that either the Registration
Statement (excluding financial statements, schedules and other financial
or statistical data included or incorporated therein by reference) at the
time such Registration Statement became effective (which, for the purposes
of this paragraph, shall have the meaning set forth in Rule 158(c) of the
rules and regulations of the Commission under the Securities Act)
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or the Prospectus (excluding financial
statements, schedules and other
15
<PAGE> 16
financial or statistical data included or incorporated therein by
reference), as of the date of this Agreement and as of the Closing Date,
contained an untrue statement of a material fact or omitted to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, except that
such counsel need express no opinion with respect to (A) financial
statements, schedules and other financial and statistical data
incorporated in the Registration Statement and Prospectus by reference or
(B) the Form T-1.
(b) On the Closing Date, the Underwriters shall have received an
opinion from Michael J. McCarthy, Senior Vice President, General Counsel
and Secretary, dated as of the Closing Date and in form and substance
satisfactory to counsel for the Underwriters, to the effect that:
(i) Except as set forth in the Prospectus, there is not
pending or, to the best of such counsel's knowledge, after
reasonable inquiry, threatened any action, suit or proceeding
against the Company or any of its subsidiaries before or by any
court or governmental agency or body, which is likely (to the
extent not covered by insurance) to have a material adverse effect
on the consolidated financial condition or results of operations of
the Company and its subsidiaries, considered as a whole.
(ii) To the best of such counsel's knowledge, after reasonable
inquiry, there is no contract or document of a character required
to be described in the Registration Statement or the Prospectus or
to be filed as an exhibit to the Registration Statement which is
not described or filed as required.
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<PAGE> 17
(iii) To the best of such counsel's knowledge, after
reasonable inquiry, the Company is not in violation of its
Certificate of Incorporation or By-laws.
(iv) To the best of such counsel's knowledge, after reasonable
inquiry, (A) the execution and delivery and (B) the performance, of
this Agreement, the Delayed Delivery Contracts, the Indenture and
Warrant Agreement will not conflict with or constitute a breach of,
or default (with the passage of time or otherwise) under, any
material contract, indenture, mortgage, loan agreement, security,
lease or other instrument to which the Company is a party or by
which it may be bound, or to which any of the property or assets of
the Company or any of its subsidiaries is subject.
(v) Documents, financial statements and schedules incorporated
by reference in the Registration Statement, as of the date it
became effective, or the Prospectus, as of the date of this
Agreement and the Closing Date, comply as to form in all material
respects with the requirements of the Securities Act, except that,
in each case, such counsel need not express an opinion as to (A)
the financial statements, schedules and other financial and
statistical data included or incorporated in the Registration
Statement and Prospectus by reference or (B) the Form T-1.
In addition, such counsel shall state that nothing has come to such
counsel's attention that leads him to believe that either the Registration
Statement at such time as it became effective (which, for the purposes of
this paragraph, shall have the meaning set forth in Rule 158(c) of the
rules and regulations of the Commission under the Securities Act)
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, or the
17
<PAGE> 18
Prospectus as of the date of this Agreement and as of the Closing Date
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading, except that such counsel need express no opinion
with respect to the financial statements, schedules and other financial
and statistical data included or incorporated by reference in the
Registration Statement or Prospectus or with respect to the Form T-1.
(c) On the Closing Date, the Underwriters shall have received an
opinion from Gibson, Dunn & Crutcher LLP, counsel to the Underwriters,
dated as of the Closing Date and in form and substance satisfactory to
the Underwriters.
(d) The Underwriters shall have received a certificate signed by an
officer of the Company and dated the Closing Date, to the effect that (i)
the representations and warranties of the Company contained in Section
1(a) hereof are true and correct in all material respects, (ii) the
Company has complied with all agreements and satisfied all conditions
required by this Agreement, the Delayed Delivery Contracts or the
Indenture and Warrant Agreement on its part to be performed or satisfied
at or prior to the date of such certificate, (iii) no stop order
suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been initiated or, to the
best of such officer's knowledge, threatened by the Commission, and (iv)
no event referred to in clause (v) of Section 8(a) hereof has occurred.
The certificate shall further state that, except as contemplated in the
Prospectus or reflected therein, at the Closing Date, there shall not
have been, since the date of the most recent consolidated financial
statements of the Company included or incorporated by reference in the
Prospectus (exclusive of any amendments or supplements thereto or any
such financial statements contained in documents filed subsequent to the
date of this Agreement), any material adverse change in the consolidated
financial condition or results of operations of the Company and its
subsidiaries, considered as a whole.
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<PAGE> 19
(e) The Underwriters shall have received a letter from the Company's
independent certified public accountants, dated as of the Closing Date
and in form and substance reasonably satisfactory to the Underwriters,
containing statements and information of the type customarily included in
accountants' "comfort letters" to underwriters with respect to the
financial statements and other financial information contained in or
incorporated by reference into the Prospectus.
(f) Counsel to the Underwriters shall have been furnished with such
documents and opinions as such counsel may reasonably require for the
purpose of enabling such counsel to pass upon the issuance and sale of
Offered Securities and Debt Warrant Securities, as herein contemplated,
and related proceedings, or in order to evidence the accuracy and
completeness of any of the representations and warranties or the
fulfillment of any of the conditions herein contained.
(g) This Agreement shall not have been terminated pursuant to
Section 8 or 9 hereof.
If any condition specified in this Section 5 shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be
terminated by any of the Underwriters (as to itself only) by notice to
the Company at any time and any such termination shall be without
liability of any party to any other party, except that the
representations and warranties set forth in Section 1(a) hereof, the
covenants set forth in Section 6(e) hereof, the provisions of Section
6(g) hereof, the indemnity and contribution agreements set forth in
Section 7 hereof, and the provisions of Section 11 hereof, all shall
remain in effect.
6. COVENANTS OF THE COMPANY. In further consideration of the
agreements of the Underwriters herein contained, the Company covenants with
each Underwriter as follows:
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<PAGE> 20
(a) To furnish the Manager, without charge, one signed copy of the
Registration Statement (including exhibits thereto) and for delivery to
each other Underwriter a conformed copy of the Registration Statement
(without exhibits thereto) and, during the period mentioned in paragraph
(c) below, as many copies of the Prospectus, any documents incorporated
by reference therein and any supplements and amendments thereto or to the
Registration Statement as the Manager may reasonably request.
(b) Before amending or supplementing the Registration Statement or
the Prospectus with respect to the Offered Securities, to furnish to the
Manager a copy of each such proposed amendment or supplement and not to
file any such proposed amendment or supplement to which the Manager
reasonably objects.
(c) If, during such period after the first date of the public
offering of the Offered Securities as in the reasonable opinion of
counsel for the Underwriters the Prospectus is required by law to be
delivered in connection with sales by an Underwriter or dealer, any event
shall occur or condition exist as a result of which it is necessary to
amend or supplement the Prospectus in order to make the statements
therein, in the light of the circumstances when the Prospectus is
delivered to a purchaser, not misleading, or if, in the reasonable
opinion of counsel for the Underwriters, it is necessary to amend or
supplement the Prospectus to comply with applicable law, forthwith to
prepare, file with the Commission and furnish, at its own expense, to the
Underwriters and to the dealers (whose names and addresses the Manager
will furnish to the Company) to which Offered Securities may have been
sold by the Manager on behalf of the Underwriters and to any other
dealers upon request, either amendments or supplements to the Prospectus
so that the statements in the Prospectus as so amended or supplemented
will not, in the light of the circumstances when the Prospectus is
delivered to a purchaser, be misleading or so that the Prospectus, as
amended or supplemented, will comply with law.
(d) To endeavor to qualify the Offered Securities for offer and sale
under the securities or Blue Sky laws of such jurisdictions as the
Manager shall reasonably request and to maintain such qualification for
as long as the Manager shall reasonably request.
20
<PAGE> 21
(e) To make generally available to the Company's security holders
and to the Manager as soon as practicable an earning statement covering a
twelve month period beginning on the first day of the first full fiscal
quarter after the date of this Agreement, which earning statement shall
satisfy the provisions of Section 11(a) of the Securities Act and the
rules and regulations of the Commission thereunder. If such fiscal
quarter is the last fiscal quarter of the Company's fiscal year, such
earning statement shall be made available not later than 90 days after
the close of the period covered thereby and in all other cases shall be
made available not later than 45 days after the close of the period
covered thereby.
(f) During the period beginning on the date of the Underwriting
Agreement and continuing to and including the Closing Date, not to offer,
sell, contract to sell or otherwise dispose of any debt securities of the
Company or warrants to purchase debt securities of the Company
substantially similar to the Offered Securities (other than (i) the
Offered Securities and (ii) commercial paper issued in the ordinary
course of business), without the prior written consent of the Manager.
(g) To pay all expenses incident to the performance of its
obligations under this Agreement, including: (i) the preparation and
filing of the Registration Statement and the Prospectus and all
amendments and supplements thereto; (ii) the preparation, filing and
printing of this Agreement, (iii) the preparation, printing, issuance and
delivery of the Offered Securities; (iv) the fees and disbursements of
the Company's counsel and accountants, of the Trustee and its counsel, of
any calculation agent or exchange rate agent and of The Depository Trust
Company; (v) the qualification of the Offered Securities under securities
or Blue Sky laws in accordance with the provisions of Section 6(d)
hereof, including filing fees and the reasonable fees and disbursements
of Gibson, Dunn & Crutcher LLP, as counsel to the Underwriters, in
connection therewith and in connection with the preparation of any Blue
Sky survey; (vi) the printing and delivery to the Underwriters in
quantities as hereinabove stated of copies of the Registration Statement
and all amendments
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<PAGE> 22
thereto and of any preliminary prospectus and the Prospectus and any
amendments or supplements thereto in connection with solicitations of
offers to purchase, or confirmations of sales of the Offered Securities;
(vii) any fees charged by rating agencies for the rating of the Offered
Securities; (viii) any advertising and other out-of-pocket expenses of
the Underwriters incurred with the prior written approval of the Company;
(ix) any filing fees and expenses, if any, incurred with respect to any
filing with the National Association of Securities Dealers, Inc. made in
connection the Offered Securities, and (x) any expenses incurred by the
Company in connection with a "road show" presentation to potential
investors.
7. INDEMNIFICATION AND CONTRIBUTION.
(a) The Company agrees to indemnify and hold harmless each
Underwriter and each person, if any, who controls an Underwriter within
the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act as follows:
(i) against any and all loss, liability, claim, damage and
expense whatsoever (including, subject to the limitations set forth
in subsection (c) below, the reasonable fees and disbursements of
counsel chosen by the Underwriters), as incurred, insofar as such
loss, liability, claim, damage or expense arises out of any untrue
statement or alleged untrue statement of a material fact contained
in the Registration Statement or the omission or alleged omission
therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading, or arises
out of any untrue statement or alleged untrue statement of a
material fact contained in the Prospectus, or in any amendment or
supplement thereto, or the omission or alleged omission therefrom
of a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made,
not misleading;
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<PAGE> 23
(ii) against any and all loss, liability, claim, damage and
expense whatsoever (including, subject to the limitations set forth
in subsection (c) below, the reasonable fees and disbursements of
counsel chosen by the Underwriters), as incurred, to the extent of
the aggregate amount paid in settlement of any litigation, or
investigation or proceeding by any governmental agency or body,
commenced or threatened, or of any claim whatsoever insofar as such
loss, liability, claim, damage or expense arises out of any such
untrue statement or omission, or any such alleged untrue statement
or omission, if such settlement is effected with the written
consent of the Company; and
(iii) against any and all expense whatsoever (including,
subject to the limitations set forth in subsection (c) below, the
reasonable fees and disbursements of counsel chosen by the
Underwriters), as incurred, reasonably incurred in investigating,
preparing or defending against any litigation, or investigation or
proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever, based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission;
provided, however, that this indemnity shall not apply to any loss,
liability, claim, damage or expense (A) to the extent arising out of or
based upon any untrue statement or omission or alleged untrue statement
or omission made in reliance upon the Form T-1 under the Trust Indenture
Act filed as an exhibit to the Registration Statement; or (B) to the
extent arising out of any untrue statement or omission or alleged untrue
statement or omission in the Prospectus if such untrue statement or
alleged untrue statement or omission or alleged omission is corrected in
all material respects in an amendment or supplement to the Prospectus and
if, having previously been furnished by or on behalf of the Company with
copies of the Prospectus, as so amended or supplemented, such Underwriter
thereafter failed to deliver such Prospectus, as so amended or
supplemented, prior to or concurrently with the sale of any Offered
Securities to the person asserting such loss, liability, claim, damage or
expense who purchased such Offered Securities which are the subject
thereof from such Underwriter; or (C) as to which such Underwriter may be
required to indemnify the Company pursuant to the provisions of
subsection (b) of this Section 7.
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<PAGE> 24
(b) Each Underwriter agrees to indemnify and hold harmless the
Company, its directors, each of its officers who signed the Registration
Statement, and each person, if any, who controls the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange
Act against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section 7,
as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Registration
Statement or the Prospectus in reliance upon and in conformity with
written information furnished to the Company by such Underwriter
expressly for use in the Registration Statement or the Prospectus.
(c) In case any action, suit or proceeding (including any
governmental or regulatory investigation or proceeding) shall be brought
against any Underwriter or any person controlling such Underwriter, based
upon the Registration Statement or the Prospectus and with respect to
which indemnity may be sought against the Company pursuant to this
Section 7, such Underwriter or controlling person shall promptly notify
the Company in writing, and the Company shall assume the defense thereof,
including the employment of counsel (such counsel to be reasonably
acceptable to such Underwriter) and payment of all expenses. Any such
Underwriter or any such controlling person shall have the right to employ
separate counsel in any such action, suit or proceeding and to
participate in the defense thereof, but the fees and expenses of such
separate counsel shall be at the expense of such Underwriter or such
controlling person unless (A) the employment of such counsel shall have
been specifically authorized in writing by the Company, (B) the Company
shall have failed to assume the defense and employ counsel or (C) the
named parties to any such action, suit or proceeding (including any
impleaded parties) shall include both such Underwriter or such
controlling person and the Company, and such Underwriter or such
controlling person shall have been advised by counsel that there may be
one or more legal defenses available to it which are different from, or
additional to, those available to the Company (in which case, if such
Underwriter or such controlling person notifies the Company in writing
that it elects to employ separate counsel at the expense of the Company,
the Company shall not have the right to assume the defense of such
action, suit or proceeding
24
<PAGE> 25
on behalf of such Underwriter or such controlling person, it being
understood, however, that the Company shall not, in connection with any
one such action or separate but substantially similar or related actions
in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more
than one separate firm of attorneys (in addition to any local counsel)
for all such Underwriters and such controlling persons, which firm shall
be designated in writing by a majority of all such Underwriters, on
behalf of all of such Underwriters and such controlling persons).
(d) In case any action, suit or proceeding (including any
governmental or regulatory investigation or proceeding) shall be brought
against the Company, any of the Company's directors or officers, or any
person controlling the Company, with respect to which indemnity may be
sought against any Underwriter pursuant to this Section 7, such
Underwriter shall have the rights and duties given to the Company by
subsection (c) of this Section 7, and the Company, the Company's
directors and officers and any such controlling person shall have the
rights and duties given to the Underwriters by subsection (c) of this
Section 7.
(e) To the extent the indemnification provided for in paragraphs (a)
or (b) of this Section 7 is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party under such paragraph,
in lieu of indemnifying such indemnified party thereunder, shall
contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Underwriters on the other hand from
the offering of the Offered Securities or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the
Company on the one hand and of the Underwriters on the other hand in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company on the one
hand and the
25
<PAGE> 26
Underwriters on the other hand in connection with the offering of the
Offered Securities shall be deemed to be in the same respective
proportions as the net proceeds from the offering of such Offered
Securities (before deducting expenses) received by the Company and the
total underwriting discounts and commissions received by the
Underwriters, in each case as set forth in the table on the cover of the
Prospectus Supplement, bear to the aggregate public offering price of the
Offered Securities. The relative fault of the Company on the one hand
and the Underwriters on the other hand shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of
a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company or by the
Underwriters and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission. The Underwriters' respective obligations to contribute
pursuant to this Section 7 are several in proportion to the respective
principal amounts of Offered Securities they have purchased hereunder,
and not joint.
(f) The Company and the Underwriters agree that it would not be just
or equitable if contribution pursuant to this Section 7 were determined
by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation that does
not take account of the equitable considerations referred to in paragraph
(e) of this Section 7. The amount paid or payable by an indemnified
party as a result of the losses, claims, damages and liabilities referred
to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at
which the Offered Securities underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages that
such Underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
The remedies provided for in this Section 7 are not exclusive and shall
not limit any rights or remedies which may otherwise be available to any
indemnified party at law or in equity.
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<PAGE> 27
(g) The indemnity and contribution provisions contained in this
Section 7 and the representations, warranties and other statements of the
Company contained in this Agreement shall remain operative and in full
force and effect regardless of (i) any termination of this Agreement,
(ii) any investigation made by or on behalf of any Underwriter or any
person controlling any Underwriter or the Company, its officers or
directors or any person controlling the Company and (iii) acceptance of
and payment for any of the Offered Securities.
8. TERMINATION.
(a) The Manager may terminate this Agreement immediately upon notice
to the Company, at any time prior to the Closing Date if (i) there has
been, since the date of this Agreement or since the respective dates as
of which information is given in the Registration Statement (exclusive
of any amendments or supplements thereto or any documents incorporated
therein filed subsequent to the date of this Agreement), any material
adverse change in the consolidated financial condition or earnings of the
Company and its subsidiaries, considered as one enterprise, (ii) there
has occurred any material adverse change in the financial markets in the
United States or any outbreak or escalation of hostilities or other
calamity or crisis, the effect of which is such as to make it, in the
reasonable judgment of such Underwriter, impracticable to market the
Offered Securities or to enforce contracts for the sale of the Offered
Securities, (iii) if trading in any securities of the Company has been
suspended (other than pursuant to a request by the Company with respect
to an announcement by the Company of certain information not constituting
a material adverse change, since the date of this Agreement or the
respective date as of which information is given in the Registration
Statement, in the consolidated financial condition or earnings of the
Company and its subsidiaries, considered as one enterprise), the effect
of which is such as to make it, in the reasonable judgment of such
Manager, impracticable to market the Offered Securities or to enforce
contracts for the sale of the Offered Securities, (iv) if trading
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<PAGE> 28
generally on the New York Stock Exchange has been suspended, or minimum
or maximum prices for trading have been fixed, or maximum ranges for
prices for securities shall have been required, by such exchange or by
order of the Commission or any other governmental authority, or if a
banking moratorium has been declared by either federal or New York
authorities or if a banking moratorium has been declared by the relevant
authorities in the country or countries of origin of any foreign currency
or currencies in which the Offered Securities are denominated or payable
or (v) after the date hereof, the rating assigned by any nationally
recognized securities rating agency to any debt securities of the Company
(including the Offered Securities) shall have been lowered or any such
rating agency shall have publicly announced that it has placed any debt
securities of the Company on what is commonly termed a "watch list" with
negative implications.
(b) In the event of any such termination, no party will have any
liability to any other party hereto, except that if at the time of
termination (i) the Closing Date shall not yet have occurred or (ii) the
"Delivery Date" shall not have occurred under and as defined in any
Delayed Delivery Contract, (A) the covenants set forth in Section 6
hereof shall remain in effect until such Closing Date or Delivery Date,
as the case may be, and (B) the covenants set forth in paragraphs (e) and
(g) of Section 6 hereof and the indemnity and contribution agreements set
forth in Section 7 hereof, and the provisions of this Section and Section
11 hereof shall remain in effect.
9. DEFAULTING UNDERWRITERS. If, on the Closing Date, any one or
more of the Underwriters shall fail or refuse to purchase Underwriters'
Securities that it has or they have agreed to purchase hereunder on such date,
and the aggregate amount of Underwriters' Securities which such defaulting
Underwriter or Underwriters agreed but failed or refused to purchase is not
more than one-tenth of the aggregate amount of the Underwriters' Securities to
be purchased on such date, the other Underwriters shall be obligated severally
in the proportions that the amount of Underwriters' Securities set forth
opposite their respective names in the Underwriting Agreement bears to the
aggregate amount of Underwriters' Securities set forth opposite the names of
all such non-defaulting Underwriters, or in such other proportions as the
Manager may specify, to purchase the Underwriters' Securities which such
defaulting Underwriter or Underwriters agreed but failed
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<PAGE> 29
or refused to purchase on such date; provided that in no event shall the amount
of Underwriters' Securities that any Underwriter has agreed to purchase
pursuant to this Agreement be increased pursuant to this Section 9 by an amount
in excess of one-ninth of such amount of Underwriters' Securities without the
written consent of such Underwriter. If, on the Closing Date, any Underwriter
or Underwriters shall fail or refuse to purchase Underwriters' Securities and
the aggregate amount of Underwriters' Securities with respect to which such
default occurs is more than one-tenth of the aggregate amount of Underwriters'
Securities to be purchased on such date, and arrangements satisfactory to the
Manager and the Company for the purchase of such Underwriters' Securities are
not made within 36 hours after such default, this Agreement shall terminate
without liability on the part of any non-defaulting Underwriter or the Company.
In any such case, either the Manager or the Company shall have the right to
postpone the Closing Date, but in no event for longer than seven days, in order
that the required changes, if any, in the Registration Statement and in the
Prospectus or in any other documents or arrangements may be effected. Any
action taken under this paragraph shall not relieve any defaulting Underwriter
from liability in respect of any default of such Underwriter under this
Agreement.
If this Agreement shall be terminated by the Underwriters, or any of them
(other than pursuant to Section 8(a)(ii), Section 8(a)(iv) or Section 9),
because of any failure or refusal on the part of the Company to comply with the
terms or to fulfill any of the conditions of this Agreement, or if for any
reason the Company shall be unable to perform its obligations under this
Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for
all out-of-pocket expenses (including the fees and disbursements of their
counsel) reasonably incurred by such Underwriters in connection with this
Agreement or the offering contemplated hereunder.
10. COUNTERPARTS. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
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<PAGE> 30
11. APPLICABLE LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York.
12. HEADINGS. The headings of the sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed a part of
this Agreement.
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<PAGE> 31
UNDERWRITING AGREEMENT
___________, 199_
A. H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265-5237
Dear Sirs and Mesdames:
We (the "Manager") are acting on behalf of the underwriter or
underwriters (including ourselves) named below (such underwriter or
underwriters being herein called the "Underwriters"), and we understand that A.
H. Belo Corporation, a Delaware corporation (the "Company"), proposes to issue
and sell [Currency and Principal Amount] aggregate initial offering price of
[Full title of Debt Securities] (the "Debt Securities") [and ____ warrants (the
"Debt Warrants") to purchase [Currency and Principal Amount] aggregate initial
offering price of its [title of debt securities] (the "Debt Warrant
Securities")]. [(The Debt Securities and the Debt Warrants, but not the Debt
Warrant Securities, are collectively referred to herein as the "Offered
Securities")](1) The Debt Securities [and the Debt Warrant Securities] will be
issued pursuant to the provisions of an Indenture dated as of June __, 1997
(the "Indenture") between the Company
- ----------------------
(1) If no Debt Warrants are being issued, replace this sentence with the
following sentence:
(The Debt Securities are also referred to herein as the "Offered
Securities.")
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<PAGE> 32
and The Chase Manhattan Bank, as trustee (the "Trustee") [and the Debt Warrants
will be issued pursuant to the provisions of a Warrant Agreement dated as of
_________________, 199_ (the "Warrant Agreement") between the Company and [NAME
OF DEBT WARRANT AGENT], as Debt Warrant Agent].
Subject to the terms and conditions set forth or incorporated by reference
herein, the Company hereby agrees to sell to the several Underwriters, and each
Underwriter agrees, severally and not jointly, to purchase from the Company,
the respective principal amounts of Debt Securities [and numbers of Debt
Warrants] set forth below opposite their names at a purchase price of ____% of
the principal amount of Debt Securities [, plus accrued interest, if any, from
[Date of Offered Securities] to the date of payment and delivery](2) [and at a
purchase price of $____ per Debt Warrant]:
Principal Amount
Name of Debt Securities
- ---- ------------------
[Insert syndicate list].......................
Total
- ----------------------
(2) To be added only if the transaction does not close "flat" (i.e., when the
purchaser pays accrued interest on the Debt Securities at closing). Unless
otherwise provided in the Debt Securities, accrued interest, if any, will
be computed on the basis of a 360-day year of twelve 30-day months.
2
<PAGE> 33
Number of
Name Debt Warrants
- ---- -------------
[Insert syndicate list]...........................
Total
[The principal amount of Debt Securities and number of Debt Warrants to be
purchased by the several Underwriters shall be reduced by the aggregate
principal amount of Debt Securities and number of Debt Warrants sold pursuant
to delayed delivery contracts.](3)
The Underwriters will pay for the Offered Securities [(less any Offered
Securities sold pursuant to delayed delivery contracts)] upon delivery thereof
at Gibson, Dunn & Crutcher LLP, 200 Park Avenue, 48th Floor, New York, New York
10166, at ______ a.m. (New York time) on ___________, 199_, or at such other
time, not later than 5:00 p.m. (New York time) on
- ----------------------
(3) To be added only if delayed delivery contracts are contemplated.
3
<PAGE> 34
__________, 199_, as shall be designated by the Manager. The time and date of
such payment and delivery are hereinafter referred to as the "Closing Date".(4)
The Offered Securities shall have the terms set forth in the Prospectus
dated ___________, 199_, and the Prospectus Supplement dated ____________,
199_, including the following:
Terms of Debt Securities
Maturity Date:
Interest Rate:
Redemption Provisions:
Interest Payment Dates: ____________ __ and
____________ __ commencing
____________ __, ____
[(Interest accrues from
____________ __, ____)](5)
- ----------------------
(4) This paragraph would have to be modified for any Offered Securities
that are to be issued in bearer form.
(5) To be added only if the transaction does not close flat.
4
<PAGE> 35
Form and Denomination:
[Other Terms:]
Terms of Debt Warrants
[Number of Debt Warrants issued
with each $__________ principal
amount of Debt Securities:]
[Detachable Date:]
Exercise Date:
Expiration Date:
Exercise Price:
5
<PAGE> 36
Principal amount of Debt Warrant
Securities purchasable upon
exercise of one Debt Warrant:
Form:
[Other Terms:]
Terms of Debt Warrant Securities
Maturity Date:
Interest Rate:
Redemption Provisions:
Interest Payment Dates:
Form and Denomination:
[Other Terms]:
[The commission to be paid to the Underwriters in respect of the Offered
Securities purchased pursuant to Delayed Delivery Contracts arranged by the
Underwriters shall be ___% of the principal amount of the Debt Securities so
purchased [and $____ per Debt Warrant so purchased].](6)
- ----------------------
(6) To be added only if delayed delivery contracts are contemplated.
6
<PAGE> 37
All provisions contained in the document entitled A. H. Belo Corporation
Underwriting Agreement Standard Provisions (Debt Securities and Warrants to
Purchase Debt Securities) dated _______, 199_, a copy of which is attached
hereto, are herein incorporated by reference in their entirety and shall be
deemed to be a part of this Agreement to the same extent as if such provisions
had been set forth in full herein, except that (i) if any term defined in such
document is otherwise defined herein, the definition set forth herein shall
control, (ii) all references in such document to a type of security that is not
an Offered Security shall not be deemed to be a part of this Agreement, (iii)
if the Offered Securities do not include Debt Warrants, then all references in
such document to Debt Warrant Securities shall not be deemed to be a part of
this Agreement and (iv) all references in such document to a type of agreement
that has not been entered into in connection with the transactions contemplated
hereby shall not be deemed to be a part of this Agreement.
7
<PAGE> 38
Please confirm your agreement by having an authorized officer sign a copy
of this Agreement in the space set forth below.
Very truly yours,
[ ]
Acting severally on behalf of itself
and the several Underwriters named herein
By: _______________________________
Name:
Title:
Accepted:
A. H. BELO CORPORATION
By:
Name:
Title:
8
<PAGE> 39
DELAYED DELIVERY CONTRACT
________, 199_
Dear Sirs and Mesdames:
The undersigned hereby agrees to purchase from A. H. Belo Corporation,
a Delaware corporation (the "Company"), and the Company agrees to sell to the
undersigned the Company's securities described in Schedule A annexed hereto
(the "Securities"), offered by the Company's Prospectus dated , 1997 and
Prospectus Supplement dated ________________, 19__, receipt of copies of which
are hereby acknowledged, at a purchase price stated in Schedule A and on the
further terms and conditions set forth in this Agreement. The undersigned does
not contemplate selling Securities prior to making payment therefor.
The undersigned will purchase from the Company Securities in the
principal amount and numbers on the delivery dates set forth in Schedule A.
Each such date on which Securities are to be purchased hereunder is hereinafter
referred to as a "Delivery Date".
Payment for the Securities which the undersigned has agreed to
purchase on each Delivery Date shall be made at 10:00 A.M. (New York time) on
the Delivery Date by wire transfer of immediately available funds to such bank
account or accounts as the Company shall designate in writing not less than two
full business days prior to the Delivery Date, upon delivery to the
1
<PAGE> 40
undersigned of the Securities to be purchased by the undersigned on the
Delivery Date, in such denominations and registered in such names as the
undersigned may designate by written or telegraphic communication addressed to
the Company not less than two full business days prior to the Delivery Date.
The obligation of the undersigned to take delivery of and make payment
for the Securities on the Delivery Date shall be subject to the conditions that
(1) the purchase of Securities to be made by the undersigned shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which the
undersigned is subject and (2) the Company shall have sold, and delivery shall
have taken place to the underwriters (the "Underwriters") named in the
Prospectus Supplement referred to above of, such part of the Securities as is
to be sold to them. Promptly after completion of sale and delivery to the
Underwriters, the Company will mail or deliver to the undersigned, at its
address set forth below, notice to such effect, accompanied by a copy of the
opinions of Locke Purnell Rain Harrell and the Company's in-house counsel
delivered to the Underwriters in connection therewith.
Failure to take delivery of and make payment for Securities by any
purchaser under any other Delayed Delivery Contract shall not relieve the
undersigned of its obligations under this agreement.
This Agreement will inure to the benefit of and be binding upon the
parties hereto and their respective successors, but will not be assignable by
either party hereto without the written consent of the other.
If this Agreement is acceptable to the Company, it is requested that
the Company sign the form of acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address set forth below. This
will become a binding agreement, as of the date first above written, between
the Company and the undersigned when such counterpart is so mailed or
delivered.
2
<PAGE> 41
This Agreement shall be governed by and construed in accordance with
the internal laws of the State of New York.
Yours very truly,
(Purchaser)
By:
Name:
Title:
(Address)
Accepted:
A. H. BELO CORPORATION
By:
Name:
Title:
3
<PAGE> 42
PURCHASER --- PLEASE COMPLETE AT TIME OF SIGNING
The name and telephone and department of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be discussed
is as follows: (Please print.)
Telephone No.
Name (Including Area Code) Department
- ------------------------- ----------------------- --------------------
4
<PAGE> 43
SCHEDULE A
Securities:
Principal Amounts or Numbers to be Purchased:
Purchase Price:
Delivery:
5
<PAGE> 1
EXHIBIT 4.2
No. 1 $_____,000,000
A. H. BELO CORPORATION
_______% SENIOR NOTE DUE JUNE ___, 2002
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF HAS AN INTEREST HEREIN.
PRINCIPAL AMOUNT: _______________ Hundred Million Dollars ($_____,000,000)
MATURITY DATE: June ___, 2002
DATED DATE: June ___, 1997
INTEREST RATE: ________%
CUSIP: _______________
INTEREST PAYMENT DATES: June 15 and December 15, commencing December 15, 1997
REGULAR RECORD DATES: May 31 and November 30
1
<PAGE> 2
A. H. Belo Corporation, a corporation duly organized and existing under
the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $_____,000,000 Dollars on June ___, 2002 and to pay interest
thereon from June ___, 1997 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on June 15 and
December 15 in each year, commencing December 15, 1997, at the rate of
_________% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the May 31 or November 30 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a special record date (a "Special Record
Date") to be fixed by the Company for the payment of such defaulted interest,
notice whereof shall be given to Holders of Securities of this series not less
than 15 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in New York, New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of June ___, 1997 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and The Chase Manhattan Bank, as trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture, all indentures
supplemental thereto or Board Resolutions with respect thereto for a statement
of the respective rights, limitations or rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $_____,000,000.
The Securities of this series are subject to redemption prior to the
Stated Maturity upon not less than 30 days' notice by mail, at any time, as a
whole or in part, at the election of the Company, at a redemption price equal
to the greater of (i) 100% of the principal amount of such Securities or (ii)
as determined by an Independent Investment Banker (as defined below), the sum
of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus __ (__) basis points, plus, in each case, accrued interest thereon
to the date of redemption.
2
<PAGE> 3
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any redemption date,
(A) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal reserve
bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (B) if such release (or any successor release) is not
published or does not contain such prices on such business day, (I) the average
of the five Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such reference Treasury Dealer
Quotations, or (II) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such Quotations.
"Independent Investment Banker" means Morgan Stanley & Co. Incorporated
or, if such firm is unwilling or unable to select the Comparable Treasury
Issue, an independent investment banking institution of national standing
appointed by the Trustee.
"Reference Treasury Dealer" means (i) Morgan Stanley & Co. Incorporated,
Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce Fenner &
Smith Incorporated and Salomon Brothers Inc and their respective successors,
provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury
Dealer, and (ii) any other Primary Treasury Dealer selected by the Trustee
after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of the Securities to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Securities or
portions thereof called for redemption.
3
<PAGE> 4
In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or of certain restrictive covenants with respect
to this Security, in each case upon compliance with certain conditions set
forth in the Indenture.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of at least 50% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of at least 50% in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past Defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in aggregate
principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and
offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency designated by the Company for Securities of this series, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company or any registrar with respect to Securities of this
series duly
4
<PAGE> 5
executed by, the Holder hereof or its attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security is overdue, and none of the Company,
the Trustee or any such agent shall be affected by notice to the contrary.
The Securities shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
5
<PAGE> 6
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: June ___, 1997 A. H. BELO CORPORATION
By:
Name:
Title:
Attest:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated herein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Trustee
By:
Authorized Officer
6
<PAGE> 7
[FORM OF ASSIGNMENT]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM --as tenants in common
TEN ENT --as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- Custodian
---------------------- ---------------------
(Cust) (Minor)
under Uniform Gifts to Minors Act
--------------------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
_____________________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
Please insert Social Security or
other identifying number of assignee
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ______________________________________________________
__________________________________________________________ attorney to transfer
said Security on the books of the Company, with full power of substitution in
the premises.
Dated: ______________________________
Notice: The signature to this assignment must correspond with the name as
written on the face of the within instrument in every particular,
without alteration or enlargement, or any change whatever.
7
<PAGE> 1
EXHIBIT 4.3
No. 1 $_____,000,000
A. H. BELO CORPORATION
_______% SENIOR NOTE DUE JUNE ___, 2007
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF HAS AN INTEREST HEREIN.
PRINCIPAL AMOUNT: _______________ Hundred Million Dollars ($_____,000,000)
MATURITY DATE: June ___, 2007
DATED DATE: June ___, 1997
INTEREST RATE: ________%
CUSIP: _______________
INTEREST PAYMENT DATES: June 15 and December 15, commencing December 15, 1997
REGULAR RECORD DATES: May 31 and November 30
1
<PAGE> 2
A. H. Belo Corporation, a corporation duly organized and existing under
the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $_____,000,000 Dollars on June ___, 2007 and to pay interest
thereon from June ___, 1997 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on June 15 and
December 15 in each year, commencing December 15, 1997, at the rate of
_________% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the May 31 or November 30 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a special record date (a "Special Record
Date") to be fixed by the Company for the payment of such defaulted interest,
notice whereof shall be given to Holders of Securities of this series not less
than 15 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in New York, New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of June ___, 1997 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and The Chase Manhattan Bank, as trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture, all indentures
supplemental thereto or Board Resolutions with respect thereto for a statement
of the respective rights, limitations or rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $_____,000,000.
The Securities of this series are subject to redemption prior to the
Stated Maturity upon not less than 30 days' notice by mail, at any time, as a
whole or in part, at the election of the Company, at a redemption price equal
to the greater of (i) 100% of the principal amount of such Securities or (ii)
as determined by an Independent Investment Banker (as defined below), the sum
of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus __ (__) basis points, plus, in each case, accrued interest thereon
to the date of redemption.
2
<PAGE> 3
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any redemption date,
(A) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal reserve
bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (B) if such release (or any successor release) is not
published or does not contain such prices on such business day, (I) the average
of the five Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such reference Treasury Dealer
Quotations, or (II) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such Quotations.
"Independent Investment Banker" means Morgan Stanley & Co. Incorporated
or, if such firm is unwilling or unable to select the Comparable Treasury
Issue, an independent investment banking institution of national standing
appointed by the Trustee.
"Reference Treasury Dealer" means (i) Morgan Stanley & Co. Incorporated,
Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce Fenner &
Smith Incorporated and Salomon Brothers Inc and their respective successors,
provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury
Dealer, and (ii) any other Primary Treasury Dealer selected by the Trustee
after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of the Securities to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Securities or
portions thereof called for redemption.
3
<PAGE> 4
In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or of certain restrictive covenants with respect
to this Security, in each case upon compliance with certain conditions set
forth in the Indenture.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of at least 50% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of at least 50% in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past Defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in aggregate
principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and
offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency designated by the Company for Securities of this series, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company or any registrar with respect to Securities of this
series duly
4
<PAGE> 5
executed by, the Holder hereof or its attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security is overdue, and none of the Company,
the Trustee or any such agent shall be affected by notice to the contrary.
The Securities shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
5
<PAGE> 6
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: June ___, 1997 A. H. BELO CORPORATION
By:
Name:
Title:
Attest:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated herein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Trustee
By:
Authorized Officer
6
<PAGE> 7
[FORM OF ASSIGNMENT]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- Custodian
---------------------------- -------------------
(Cust) (Minor)
under Uniform Gifts to Minors Act
--------------------------------------------
(State)
Additional abbreviations may also be used though not in the above list.
_____________________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
Please insert Social Security or
other identifying number of assignee
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing ________________________________________________________________
___________________________________________________________attorney to transfer
said Security on the books of the Company, with full power of substitution
in the premises.
Dated: ______________________________
Notice: The signature to this assignment
must correspond with the name as
written on the face of the within
instrument in every particular,
without alteration or enlargement, or
any change whatever.
7
<PAGE> 1
EXHIBIT 4.4
No. 1 $_____,000,000
A. H. BELO CORPORATION
_______% SENIOR DEBENTURE DUE JUNE ___, 2027
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY
BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF HAS AN INTEREST HEREIN.
PRINCIPAL AMOUNT: _______________ Hundred Million Dollars ($_____,000,000)
MATURITY DATE: June ___, 2027
DATED DATE: June ___, 1997
INTEREST RATE: ________%
CUSIP: _______________
INTEREST PAYMENT DATES: June 15 and December 15, commencing December 15, 1997
REGULAR RECORD DATES: May 31 and November 30
1
<PAGE> 2
A. H. Belo Corporation, a corporation duly organized and existing under
the laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $_____,000,000 Dollars on June ___, 2027 and to pay interest
thereon from June ___, 1997 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on June 15 and
December 15 in each year, commencing December 15, 1997, at the rate of
_________% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the May 31 or November 30 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a special record date (a "Special Record
Date") to be fixed by the Company for the payment of such defaulted interest,
notice whereof shall be given to Holders of Securities of this series not less
than 15 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed and upon such
notice as may be required by such exchange, all as more fully provided in said
Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in New York, New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of June ___, 1997 (herein called the
"Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and The Chase Manhattan Bank, as trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture, all indentures
supplemental thereto or Board Resolutions with respect thereto for a statement
of the respective rights, limitations or rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Securities and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of the series designated on the face hereof,
limited in aggregate principal amount to $_____,000,000.
The Securities of this series are subject to redemption prior to the
Stated Maturity upon not less than 30 days' notice by mail, at any time, as a
whole or in part, at the election of the Company, at a redemption price equal
to the greater of (i) 100% of the principal amount of such Securities or (ii)
as determined by an Independent Investment Banker (as defined below), the sum
of the present values of the remaining scheduled payments of principal and
interest thereon discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Yield plus __ (__) basis points, plus, in each case, accrued interest thereon
to the date of redemption.
2
<PAGE> 3
"Treasury Yield" means, with respect to any redemption date, the rate per
annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the Comparable Treasury Price
for such redemption date.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any redemption date,
(A) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal reserve
bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (B) if such release (or any successor release) is not
published or does not contain such prices on such business day, (I) the average
of the five Reference Treasury Dealer Quotations for such redemption date,
after excluding the highest and lowest such reference Treasury Dealer
Quotations, or (II) if the Trustee obtains fewer than five such Reference
Treasury Dealer Quotations, the average of all such Quotations.
"Independent Investment Banker" means Morgan Stanley & Co. Incorporated
or, if such firm is unwilling or unable to select the Comparable Treasury
Issue, an independent investment banking institution of national standing
appointed by the Trustee.
"Reference Treasury Dealer" means (i) Morgan Stanley & Co. Incorporated,
Bear, Stearns & Co. Inc., Goldman, Sachs & Co., Merrill Lynch, Pierce Fenner &
Smith Incorporated and Salomon Brothers Inc and their respective successors,
provided, however, that if any of the foregoing shall cease to be a primary
U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury
Dealer, and (ii) any other Primary Treasury Dealer selected by the Trustee
after consultation with the Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m. on the
third Business Day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each holder of the Securities to be
redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Securities or
portions thereof called for redemption.
3
<PAGE> 4
In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security or of certain restrictive covenants with respect
to this Security, in each case upon compliance with certain conditions set
forth in the Indenture.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of at least 50% in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of at least 50% in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past Defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in aggregate
principal amount of the Securities of this series at the time Outstanding shall
have made written request to the Trustee to institute proceedings in respect of
such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in
aggregate principal amount of Securities of this series at the time Outstanding
a direction inconsistent with such request, and shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and
offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency designated by the Company for Securities of this series, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company or any registrar with respect to Securities of this
series duly
4
<PAGE> 5
executed by, the Holder hereof or its attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal
amount of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Security is registered as the owner hereof for
all purposes, whether or not this Security is overdue, and none of the Company,
the Trustee or any such agent shall be affected by notice to the contrary.
The Securities shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
5
<PAGE> 6
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: June ___, 1997 A. H. BELO CORPORATION
By:
Name:
Title:
Attest:
Name:
Title:
CERTIFICATE OF AUTHENTICATION
This is one of the securities of the series designated herein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK
as Trustee
By:
Authorized Officer
6
<PAGE> 7
[FORM OF ASSIGNMENT]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- ________________________ Custodian ......................
(Cust) (Minor)
under Uniform Gifts to Minors Act..............................................
(State)
Additional abbreviations may also be used though not in the above list.
_____________________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
Please insert Social Security or
other identifying number of assignee
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF
ASSIGNEE
the within Security and all rights thereunder, hereby irrevocably constituting
and appointing _______________________________________________________________
___________________________________________________________attorney to transfer
said Security on the books of the Company, with full power of substitution in
the premises.
Dated: ______________________________
Notice: The signature to this assignment
must correspond with the name as
written on the face of the within
instrument in every particular,
without alteration or enlargement,
or any change whatever.
7
<PAGE> 1
EXHIBIT 25
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
A. H. BELO CORPORATION
(Exact name of obligor as specified in its charter)
DELAWARE 75-0135890
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
P.O. BOX 655237
DALLAS, TEXAS 75265-5237
(Address of principal executive offices) (Zip Code)
---------------------------------------------
OFFERED SECURITIES
(Title of the indenture securities)
===============================================================================
<PAGE> 2
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department, State House, Albany,
New York 12110.
Board of Governors of the Federal Reserve System, Washington,
D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty
Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
- 2 -
<PAGE> 3
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of
Amendment dated February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see
Exhibit 1 to Form T-1 filed in connection with Registration Statement No.
333-06249, which is incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which
is incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of New York and State of New York, on the 28TH day
of MAY, 1997.
THE CHASE MANHATTAN BANK
By /s/Joanne Adamis
-------------------------------
Joanne Adamis
Second Vice President
- 3 -
<PAGE> 4
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1997, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin .............................................. $ 11,721
Interest-bearing balances ...................................... 3,473
Securities:
Held to maturity securities ......................................... 2,965
Available for sale securities ....................................... 35,903
Federal Funds sold and securities purchased under
agreements to resell ........................................... 24,025
Loans and lease financing receivables:
Loans and leases, net of unearned income ............ $123,957
Less: Allowance for loan and lease losses ........... 2,853
Less: Allocated transfer risk reserve ............... 13
--------
Loans and leases, net of unearned income,
allowance, and reserve ......................................... 121,091
Trading Assets ...................................................... 54,340
Premises and fixed assets (including capitalized
leases) ........................................................ 2,875
Other real estate owned ............................................. 302
Investments in unconsolidated subsidiaries and
associated companies ........................................... 139
Customers' liability to this bank on acceptances
outstanding .................................................... 2,270
Intangible assets ................................................... 1,535
Other assets ........................................................ 10,283
--------
TOTAL ASSETS ........................................................ $270,922
========
</TABLE>
- 4 -
<PAGE> 5
<TABLE>
<S> <C>
LIABILITIES
Deposits
In domestic offices ........................................... $ 84,776
Noninterest-bearing ................................ $ 32,492
Interest-bearing ................................... 52,284
--------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ..................................................... 69,171
Noninterest-bearing .......................... $ 4,181
Interest-bearing ................................... 64,990
Federal funds purchased and securities sold under
agreements to repurchase ........................................... 32,885
Demand notes issued to the U.S. Treasury ........................... 1,000
Trading liabilities ................................................ 42,538
Other Borrowed money (includes mortgage indebtedness
and obligations under calitalized leases):
With a remaining maturity of one year or less ................. 4,431
With a remaining maturity of more than one year ............... 466
Bank's liability on acceptances executed and outstanding ........... 2,270
Subordinated notes and debentures .................................. 5,911
Other liabilities .................................................. 11,575
TOTAL LIABILITIES .................................................. 255,023
--------
EQUITY CAPITAL
Perpetual Preferred stock and related surplus ...................... 0
Common stock ....................................................... 1,211
Surplus (exclude all surplus related to preferred stock) ........... 10,283
Undivided profits and capital reserves ............................. 4,941
Net unrealized holding gains (Losses)
on available-for-sale securities ................................... (552)
Cumulative foreign currency translation adjustments ................ 16
TOTAL EQUITY CAPITAL ............................................... 15,899
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ...................................... $270,922
========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
- 5 -
<PAGE> 1
EXHIBIT 99.1
A.H. BELO CORPORATION NEWS RELEASE
- -------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE Contact: Harold Gaar
Monday, June 2, 1997 214/977-7650
4:00 P.M. CDT
BELO ACQUIRES TELEVISION STATION
KMOV-TV IN ST. LOUIS
DALLAS - Belo announced today that, effective June 2, it has acquired CBS
affiliate KMOV-TV in St. Louis, Missouri, from Paramount Stations Group, Inc..
The acquisition resulted from an agreement reached February 20 to exchange the
station for Belo's UPN affiliate KIRO-TV in Seattle-Tacoma, Washington, in a
three-way exchange. The transaction involved the consummation of Cox
Broadcasting, Inc.'s purchase of KSTW-TV in Seattle-Tacoma from Gaylord
Broadcasting Company, L.P., followed by a subsequent exchange of television
assets in the Seattle-Tacoma market between Cox Broadcasting and the Paramount
Stations Group.
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-Stockton-Modesto, 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
-more-
<PAGE> 2
BELO ACQUIRES KMOV-TV
JUNE 2, 1997
PAGE TWO
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 (KASA-TV in Albuquerque-Santa Fe, New Mexico and KMSB-TV in
Tucson, Arizona).
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 operating company upon
which Belo was built and has the country's seventh largest Sunday circulation
(800,306) and ninth largest daily circulation (523,955). Belo's other daily
newspapers are the Owensboro (KY) Messenger-Inquirer; the Bryan-College Station
(TX) Eagle; the Arlington (TX) Morning News and The Gleaner in Henderson,
Kentucky.
The success of Belo's media franchises depends 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 155 years.
-30-
