<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
A.H. Belo Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
[BELO LOGO]
400 SOUTH RECORD STREET
DALLAS, TEXAS 75202
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 13, 1998
------------------------
To the Shareholders of A. H. BELO CORPORATION
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Annual
Meeting") of A. H. Belo Corporation (the "Company"), a Delaware corporation,
will be held in the Dallas Museum of Art Auditorium, 1717 North Harwood Street,
Dallas, Texas, on Wednesday, May 13, 1998, at 9:30 a.m., Dallas, Texas time, for
the following purposes:
1. To elect six Class III directors to hold office for a term of three
years or until their respective successors are elected and qualified; and
2. To consider and act upon a proposal to amend the Company's
Certificate of Incorporation to increase the total number of authorized
shares of Common Stock from 150,000,000 to 450,000,000; and
3. To transact such other business as properly may come before the
Annual Meeting or any adjournment thereof.
The close of business on March 20, 1998 has been fixed by the Board of
Directors of the Company as the record date for the Annual Meeting. Only
shareholders of record on that date will be entitled to notice of and to vote at
the Annual Meeting or any adjournment thereof, notwithstanding transfer of any
stock on the books of the Company after such record date. The stock transfer
books will not be closed.
A Proxy Statement, form of Proxy, and copy of the Annual Report on the
Company's operations during the fiscal year ended December 31, 1997 accompany
this notice.
It is important that your shares be represented at the Annual Meeting. If
you do not expect to attend in person, please sign and date the form of Proxy
and return it in the enclosed envelope. Shareholders who do plan to attend may
vote at the Annual Meeting. The form of Proxy is enclosed as a separate,
single-card insert within the mailing envelope in which this Proxy Statement is
contained. Shareholders who attend the Annual Meeting may revoke their proxies
and vote in person if they desire.
By Order of the Board of Directors
MICHAEL J. McCARTHY
Secretary
April 3, 1998
<PAGE> 3
[BELO LOGO]
400 SOUTH RECORD STREET
DALLAS, TEXAS 75202
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 13, 1998
SOLICITATION OF PROXIES
This Proxy Statement is furnished to shareholders of A. H. Belo
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors to be voted at the Annual
Meeting of Shareholders of the Company (the "Annual Meeting") to be held in the
Dallas Museum of Art Auditorium, 1717 North Harwood Street, Dallas, Texas, on
Wednesday, May 13, 1998, at 9:30 a.m., Dallas, Texas time, or at any adjournment
thereof, for the purposes set forth in the accompanying Notice of Annual Meeting
of Shareholders. References herein to the "Company" include its subsidiaries,
unless the context otherwise requires.
This Proxy Statement and form of Proxy are being mailed to shareholders on
or about April 3, 1998. If the enclosed form of Proxy is executed and returned,
it may nevertheless be revoked by the shareholder at any time by filing with the
Secretary of the Company a written revocation or a duly executed proxy bearing a
later date. A shareholder who attends the Annual Meeting in person may revoke
his or her proxy at that time and vote in person if so desired. All proxies duly
signed, dated, and returned will be voted as specified therein, but unless
otherwise specified, will be deemed to grant authority to vote:
(1) FOR the election of the six nominees listed under "Election of
Directors" as nominees of the Company for election as Class III directors,
for a three-year term; and
(2) FOR the proposal to amend the Company's Certificate of
Incorporation to increase the total number of authorized shares of Common
Stock from 150,000,000 to 450,000,000; and
(3) At the discretion of the persons named in the enclosed form of
Proxy, on any other matter that may properly come before the Annual Meeting
or any adjournment thereof.
The enclosed Proxy is solicited by and on behalf of the Board of Directors
of the Company. The Company is unaware of any additional matters not set forth
in the Notice of Annual Meeting of Shareholders that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the Annual Meeting and presented for a vote of the shareholders (see
"Shareholder Proposals" herein), the persons named in the Proxy will vote in
accordance with their best judgment upon such matters, unless otherwise
restricted by law.
The cost of solicitation of proxies will be borne by the Company. The
Company has engaged Morrow & Co., Inc. to solicit proxies from beneficial owners
of shares standing in the name of brokers and other nominees. The Company has
agreed to pay Morrow & Co., Inc. a fee of $7,000 and the amount of its expenses
for such service. In addition to the use of the mails, proxies may also be
solicited by personal interview, facsimile transmission, and telephone by
directors, officers, employees, and agents of the Company. The Company will also
supply brokers, nominees, or other custodians with the numbers of Proxy forms,
Proxy Statements, and Annual Reports they may require for forwarding to
beneficial owners, and the Company will reimburse such persons for their expense
in so doing.
<PAGE> 4
OUTSTANDING CAPITAL STOCK AND STOCK OWNERSHIP OF
DIRECTORS, CERTAIN EXECUTIVE OFFICERS
AND PRINCIPAL SHAREHOLDERS
The record date for the determination of the shareholders entitled to
notice of and to vote at the Annual Meeting has been established by the Board of
Directors as the close of business on March 20, 1998. As of the record date, the
Company had issued and outstanding and entitled to vote at the Annual Meeting
53,184,646 shares of Series A Common Stock, par value $1.67 per share ("Series A
shares"), and 9,316,181 shares of Series B Common Stock, par value $1.67 per
share ("Series B shares"). (The Series A shares and Series B shares together are
referred to herein as the "Common Stock." For a description of the voting rights
of the Series A shares and Series B shares, see "Quorum and Voting" herein.)
The following table sets forth information, as of December 31, 1997,
regarding the beneficial ownership of the Company's Common Stock by each person
known by management of the Company to own more than five percent of the
outstanding shares of Common Stock of the Company, by certain of the Company's
executive officers, directors and nominees, and by all of its directors and
executive officers as a group.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK BENEFICIALLY OWNED
AND PERCENTAGE OF OUTSTANDING SHARES AS OF
DECEMBER 31, 1997(2)
-------------------------------------------
NAME AND ADDRESS OF PERCENT OF
INDIVIDUAL OR GROUP SERIES A SERIES B CLASS(3)
------------------- ---------- ---------- -----------
<S> <C> <C> <C>
Robert W. Decherd(1)*+................................. 752,637(4) 2,246,295(5) 4.8%
A. H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265
Ward L. Huey, Jr.**+................................... 160,740(6) 65,500(7) ***
A. H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265
Burl Osborne*+......................................... 154,625(8) 54,396(9) ***
A. H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265
Michael J. McCarthy+................................... 59,941(10) 21,154(11) ***
A. H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265
Michael D. Perry+...................................... 51,700(12) 21,154(11) ***
A. H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265
John W. Bassett, Jr.*.................................. 146,526(13) 177,360(14) ***
400 North Pennsylvania Avenue, Suite 250
Roswell, New Mexico 88202
Henry P. Becton, Jr.*.................................. 6,084(15) -0- ***
125 Western Avenue
Boston, Massachusetts 02134
Fanchon M. Burnham*.................................... 71,564(16) -0- ***
3554 Edmunds Street, N.W.
Washington, D.C. 20007
Judith L. Craven, M.D., M.P.H.**....................... 26,900(17) 5,000(18) ***
2200 North Loop West
Houston, Texas 77018
Roger A. Enrico*....................................... 15,000(19) 5,000(18) ***
700 Anderson Hill Road
Purchase, New York 10577
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK BENEFICIALLY OWNED
AND PERCENTAGE OF OUTSTANDING SHARES AS OF
DECEMBER 31, 1997(2)
-------------------------------------------
NAME AND ADDRESS OF PERCENT OF
INDIVIDUAL OR GROUP SERIES A SERIES B CLASS(3)
------------------- ---------- ---------- -----------
<S> <C> <C> <C>
Peter B. Freeman*...................................... 170,629 -0- ***
100 Alumni Avenue
Providence, Rhode Island 02906
Stephen Hamblett**..................................... 208,979 -0- ***
75 Fountain Street
Providence, Rhode Island 02902
Dealey D. Herndon(1)**................................. 1,043,026(20) 1,310,624(21) 3.8%
322 Congress Avenue
Austin, Texas 78701
Lester A. Levy*........................................ 30,500(22) 17,000(23) ***
2727 Chemsearch Boulevard
Irving, Texas 75062
Arturo Madrid, Ph.D.*.................................. 27,050(24) 5,000(18) ***
Trinity University
715 Stadium Drive
San Antonio, Texas 78212
James M. Moroney, Jr.(1)**............................. 497,510(25) 1,184,922(26) 2.7%
A. H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265
Hugh G. Robinson**..................................... 3,600(27) 5,000(18) ***
8150 N. Central Expressway
Suite 550
Dallas, Texas 75206
William T. Solomon*.................................... 28,500(28) 35,000(23) ***
3535 Travis, Suite 300
Dallas, Texas 75204
Thomas B. Walker, Jr.*................................. 34,500(29) 21,000(23) ***
100 Crescent Court, Suite 1000
Dallas, Texas 75201
J. McDonald Williams*.................................. 24,500(30) 21,000(23) ***
3500 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
BankBoston Corporation++............................... 5,107,168 -0- 8.2%
100 Federal Street
Boston, Massachusetts 02110
GSB Investment Management, Inc.++...................... 2,258,599 -0- 3.6%
301 Commerce Street, Suite 2001
Fort Worth, Texas 76012
Phoenix Investment Management, Company, L.P.++......... 4,065,879 -0- 6.5%
One Citizens Plaza
Providence, RI 02903
All directors and executive officers as a group (20
persons)............................................. 3,514,511(31) 5,195,405(32) 13.8%(33)
</TABLE>
- ---------------
* Director
** Director and Nominee
*** Less than one percent
+ Executive Officer
++ Shareholder
3
<PAGE> 6
(1) The family relationships among the directors, executive officers, and
principal shareholders are as follows: James M. Moroney, Jr. is a cousin of
Robert W. Decherd and Dealey D. Herndon; and Robert W. Decherd and Dealey
D. Herndon are brother and sister.
(2) Series B shares are convertible at any time on a share-for-share basis into
Series A shares. For purposes of determining the number of Series A shares
beneficially owned by the persons listed, the person may be deemed to be
the beneficial owner of the Series A shares into which the Series B shares
owned are convertible. The numbers listed in the Series A column, however,
do not reflect these Series A shares that may be so deemed to be
beneficially owned by the person listed. If the Series A shares into which
Series B shares held are convertible were included in the Series A shares
total, and if the percent of Series A shares so held were calculated
pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934, the
persons listed would be deemed to be the beneficial owners of the following
percentages of the Series A shares: Mr. Decherd 5.4%; Mrs. Herndon 4.3%;
Mr. Moroney 3.1%; and all directors and listed executive officers as a
group 14.8%. All other persons listed would be deemed to own less than 1%
of the Series A shares. See footnote (3).
(3) "Percent of Class" is calculated by taking the total number of Series A
shares and Series B shares beneficially owned by the person listed and
dividing that number by the sum of the total number of Series A shares and
Series B shares outstanding and the total number of Series A and Series B
shares subject to options held by the person that were exercisable on or
before sixty days following December 31, 1997. Series A shares outstanding
reflects, as a result of the Company's acquisition of The Providence
Journal Company, an additional 25,394,365 Series A shares that were issued
on February 28, 1997 and distributed to the former stockholders of The
Providence Journal Company.
(4) Includes 47,130 Series A shares subject to presently exercisable options
and 16,283 Series A restricted shares issued under the Company's 1986 Long
Term Incentive Plan. Does not include 600 Series A shares owned by Mr.
Decherd's wife, 2,320 Series A shares owned by Mr. Decherd's son, 44,340
Series A shares held in trusts for which Mr. Decherd serves as trustee,
72,924 Series A shares held in trusts for the benefit of Mr. Decherd's
children, 166,130 Series A shares held in a grantor retained annuity trust
established in 1996, 111,076 Series A shares held in a grantor retained
annuity trust established in 1997, and 36,376 Series A shares held by The
Decherd Foundation for which Mr. Decherd is a director, as to all of which
shares Mr. Decherd disclaims beneficial ownership.
(5) Does not include 600 Series B shares owned by Mr. Decherd's wife, 2,320
Series B shares owned by Mr. Decherd's son, 73,090 Series B shares held in
trusts for which Mr. Decherd serves as trustee, and 65,104 Series B shares
held in trusts for the benefit of Mr. Decherd's children, as to all of
which shares Mr. Decherd disclaims beneficial ownership.
(6) Includes 72,650 Series A shares subject to presently exercisable options
and 11,319 Series A restricted shares issued under the Company's 1986 Long
Term Incentive Plan.
(7) Includes 65,500 Series B shares subject to presently exercisable options
issued under the Company's 1995 Executive Compensation Plan.
(8) Includes 96,340 Series A shares subject to presently exercisable options
and 10,556 Series A restricted shares issued under the Company's 1986 Long
Term Incentive Plan.
(9) Includes 54,140 Series B shares subject to presently exercisable options
issued under the Company's 1995 Executive Compensation Plan.
(10) Includes 40,850 Series A shares subject to presently exercisable options
and 4,396 Series A restricted shares issued under the Company's 1986 Long
Term Incentive Plan.
(11) Includes 20,900 Series B shares subject to presently exercisable options
issued under the Company's 1995 Executive Compensation Plan.
(12) Includes 39,600 Series A shares subject to presently exercisable options
and 4,306 Series A restricted shares issued under the Company's 1986 Long
Term Incentive Plan.
4
<PAGE> 7
(13) Includes 28,500 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. Does not include
16,300 Series A shares owned by Mr. Bassett's adult children, as to which
Mr. Bassett shares dispositive power, and 43,200 Series A shares held in
trusts for the benefit of Mr. Bassett's children for which Mr. Bassett
serves as trustee, as to all of which shares Mr. Bassett disclaims
beneficial ownership.
(14) Includes 10,000 Series B shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan and 5,000 Series B
shares subject to presently exercisable options issued under the Company's
1995 Executive Compensation Plan. Does not include 36,580 Series B shares
owned by Mr. Bassett's adult children, as to which Mr. Bassett shares
dispositive power, and 74,174 Series B shares held in trusts for the
benefit of Mr. Bassett's children for which Mr. Bassett serves as trustee,
as to all of which shares Mr. Bassett disclaims beneficial ownership.
(15) Includes 6,084 Series A shares held in a trust of which Mr. Becton is the
beneficiary and trustee. Does not include 722 Series A shares held in a
trust for Mr. Becton's wife and 10,841 Series A shares held in trusts for
Mr. Becton's children, as to all of which shares Mr. Becton disclaims
beneficial ownership.
(16) Does not include 21,142 Series A shares owned by Mrs. Burnham's adult
children, as to which Mrs. Burnham shares dispositive power, and 95,993
Series A shares held in a trust for Mrs. Burnham's brother, for which Mrs.
Burnham serves as a co-trustee, as to all of which shares Mrs. Burnham
disclaims beneficial ownership.
(17) Includes 25,500 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan.
(18) Includes 5,000 Series B shares subject to presently exercisable options
issued under the Company's 1995 Executive Compensation Plan.
(19) Includes 14,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan.
(20) Includes 18,500 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. Does not include
48,670 Series A shares owned by Mrs. Herndon's husband and 49,228 Series A
shares held in trusts for which Mrs. Herndon serves as trustee, as to all
of which shares Mrs. Herndon disclaims beneficial ownership.
(21) Includes 5,000 Series B shares subject to presently exercisable options
issued under the Company's 1995 Executive Compensation Plan. Does not
include 49,228 Series B shares held in trusts for which Mrs. Herndon serves
as trustee, as to which shares Mrs. Herndon disclaims beneficial ownership.
(22) Includes 18,500 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. Does not include
4,000 Series A shares owned by Mr. Levy's wife, 1,200 Series A shares owned
by Mr. Levy's stepson and 1,200 Series A shares held in trusts for which
Mr. Levy serves as co-trustee and Mr. Levy's son is beneficiary, as to all
of which shares Mr. Levy disclaims beneficial ownership.
(23) Includes 10,000 Series B shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan and 5,000 Series B
shares subject to presently exercisable options issued under the Company's
1995 Executive Compensation Plan.
(24) Includes 26,500 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan.
(25) Includes 28,500 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. Does not include
21,000 Series A shares owned by Mr. Moroney's wife, as to which shares Mr.
Moroney disclaims beneficial ownership.
5
<PAGE> 8
(26) Includes 1,000,000 Series B shares held by a family limited partnership, of
which Mr. Moroney is the managing general partner, 10,000 Series B shares
subject to presently exercisable options issued under the Company's 1986
Long Term Incentive Plan and 5,000 Series B shares subject to presently
exercisable options issued under the Company's 1995 Executive Compensation
Plan. Does not include 21,000 Series B shares owned by Mr. Moroney's wife,
as to which shares Mr. Moroney disclaims beneficial ownership.
(27) Includes 2,500 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan.
(28) Includes 28,500 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan.
(29) Includes 28,500 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. Does not include
10,000 shares owned by Mr. Walker's wife, as to which shares Mr. Walker
disclaims beneficial ownership.
(30) Includes 18,500 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan.
(31) Includes 534,570 Series A shares subject to presently exercisable options.
(32) Includes 276,440 Series B shares subject to presently exercisable options.
(33) Represents approximately 37.2% of the voting power of all outstanding
shares of Common Stock.
QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of the
voting power of the outstanding shares of Common Stock of the Company entitled
to vote is necessary to constitute a quorum at the Annual Meeting; provided,
however, that in no event may a quorum consist of less than one-third of the
outstanding shares of Common Stock entitled to vote. The affirmative vote of a
plurality of the voting power represented at the Annual Meeting and entitled to
vote is required for the election of directors. The affirmative vote of a
majority of the voting power of the outstanding shares of Common Stock entitled
to vote is required to amend the Company's Certificate of Incorporation.
A holder of Series A shares will be entitled to one vote per Series A share
as to each matter properly brought before the Annual Meeting, and a holder of
Series B shares will be entitled to 10 votes per Series B share as to each
matter properly brought before the Annual Meeting. Subject to such differential
voting rights, the holders of Series A shares and Series B shares vote together
as a single class on all matters except with respect to (1) any amendments to
the Company's Certificate of Incorporation that alter or change the powers,
preferences, or special rights of their respective series so as to affect them
adversely and (2) such other matters as require class votes under the Delaware
General Corporation Law. Cumulative voting is not permitted in the election of
directors. Abstentions and broker nonvotes, if applicable, are each included in
the determination of the number of shares present at the Annual Meeting for
purposes of determining a quorum. Abstentions and broker non-votes have no
effect on determinations of plurality, except to the extent that they affect the
total votes received by any particular candidate. For matters requiring majority
approval of the outstanding shares entitled to vote, abstentions and broker
non-votes will have the effect of negative votes.
6
<PAGE> 9
PROPOSAL ONE
ELECTION OF DIRECTORS
The bylaws of the Company provide that the Board of Directors is to be
divided into three classes, approximately equal in number, with staggered terms
of three years. Class I currently consists of five directors, Class II currently
consists of six directors and Class III currently consists of seven directors.
Of the seven current Class III directors, Mr. Peter B. Freeman, who was
appointed in February 1997 by the Board of Directors to fill a vacancy in Class
III, will not stand for re-election. With the exception of James M. Moroney, Jr.
(as described below), the six nominees designated by the Board of Directors for
election as Class III directors at the 1998 Annual Meeting will serve a
three-year term if elected. The bylaws of the Company provide that a director
who attains age seventy-five shall retire on the date of the annual meeting of
shareholders next following his or her seventy-fifth birthday. As a result,
Lester A. Levy, a Class I director, will retire on the date of the 1998 Annual
Meeting. The Board of Directors does not currently intend to fill the two
vacancies described above and intends to decrease the size of the Board to
sixteen directors. As a consequence, shareholders will be entitled to vote for
the six nominees designated by the Board of Directors for election as Class III
directors.
In connection with its acquisition of The Providence Journal Company
("Providence Journal") on February 28, 1997 (the "Merger"), the Company agreed
that James M. Moroney, Jr., who has attained the age of seventy-five, will
continue to serve on the Board of Directors until the Annual Meeting in the year
2000, if elected and willing and able to do so. Also in connection with the
Merger, the Company agreed that Fanchon M. Burnham will serve one term as a
Class I director and that Stephen Hamblett and Henry P. Becton, Jr. will serve
on the Board, if elected and willing and able to do so, until their retirement
in accordance with the Company's bylaws.
NOMINEES FOR DIRECTORS
Class III Directors (Term expires in 2001)
<TABLE>
<S> <C>
PHOTO JUDITH L. JUDITH L. CRAVEN, M.D., M.P.H., age 52, has served as a
CRAVEN director of the Company since December 1992. Since July
1992, she has served as President of the United Way of the
Texas Gulf Coast. From February 1983 to June 1992, Dr.
Craven served as Dean of the School of Allied Health
Sciences of the University of Texas Health Science Center at
Houston and from September 1987 to June 1992 as Vice
President of Multicultural Affairs for the University of
Texas Health Science Center. Dr. Craven is a member of the
Board of Directors of SYSCO Corporation.
PHOTO STEPHEN STEPHEN HAMBLETT, age 63, has served as a director of the
HAMBLETT Company since May 1997. Mr. Hamblett has been Chairman of
the Board, Chief Executive Officer and Publisher of The
Providence Journal Company since it became a wholly-owned
subsidiary of the Company in February 1997. From 1987 to
1997, he was Chairman, Chief Executive Officer and Publisher
of the pre-merger Providence Journal Company. Mr. Hamblett
is currently a member of the Boards of Directors of the
Associated Press, the Newspaper Association of America and
the Inter American Press Association.
</TABLE>
7
<PAGE> 10
<TABLE>
<S> <C>
PHOTO DEALEY D. DEALEY D. HERNDON, age 51, has served as a director of
HERNDON the Company since May 1986. Since November 1995, Mrs.
Herndon has been President of Herndon, Stauch &
Associates, a project and construction management firm.
Mrs. Herndon is also currently the Chairman of the Board
of Directors of St. Edward's University. Mrs. Herndon
served from 1991 to September 1995 as the Executive
Director of the State Preservation Board of the State of
Texas, and she is a Trustee of the National Trust for
Historic Preservation in Washington, D.C.. She serves on
the Boards of Directors of the Friends of the Governor's
Mansion and Capital Area United Way in Austin, Texas.
PHOTO WARD L. HUEY, WARD L. HUEY, JR., age 59, has served as a director of
JR. the Company since April 1982. He has been Vice Chairman of
the Board and President, Broadcast Division since January
1987. He was President and Chief Executive Officer of the
Company's broadcasting subsidiary, Belo Broadcasting
Corporation, from April 1981 through December 31, 1986, at
which time the stock ownership of the broadcasting
subsidiaries changed from Belo Broadcasting Corporation to
the Company.
PHOTO JAMES M. JAMES M. MORONEY, JR., age 76, has served as a director
MORONEY, JR. of the Company since February 1952. He served as Chairman
of the Board of the Company from April 1984 through
December 1986, and from January 1983 through December 1986
he served as Chief Executive Officer of the Company. Mr.
Moroney currently serves as Chairman of the Board of
Trustees of the University of Dallas.
PHOTO HUGH G. HUGH G. ROBINSON, age 65, has served as a director of
ROBINSON the Company since May 1989. Mr. Robinson is Chairman and
Chief Executive Officer of The Tetra Group, Inc., a
construction management firm. He has held that position
since 1989, and for more than five years prior to such
date Mr. Robinson was President of Cityplace Development
Corporation, a real estate development subsidiary of the
Southland Corporation. Mr. Robinson is a former Chairman
and Board member of the Federal Reserve Bank of Dallas. He
is currently a member of the Boards of Directors of
Guaranty Federal Savings Bank, Smith Environmental
Services, Inc. and Circuit City Stores, Inc. and is a
member of the Advisory Board of TU Electric Company.
</TABLE>
DIRECTORS CONTINUING IN OFFICE
Class I Directors (Term expires in 1999)
<TABLE>
<S> <C>
PHOTO JOHN W. JOHN W. BASSETT, JR., age 60, has served as a director of
BASSETT, JR. the Company since March 1979. He is a practicing attorney
and is a partner in the law firm of Bassett & Copple, LLP
in Roswell, New Mexico. Prior to forming Bassett & Copple,
LLP in October 1995, Mr. Bassett was a stockholder in the
law firm of Atwood, Malone, Mann & Turner, P.A., Roswell,
New Mexico, for more than ten years.
</TABLE>
8
<PAGE> 11
<TABLE>
<S> <C>
PHOTO FANCHON M. FANCHON M. BURNHAM, age 53, has served as a director of the
BURNHAM Company since May 1997. She served as a director of The
Providence Journal Company from 1992 to 1997. Since 1985,
Mrs. Burnham has been a partner in the accounting/consulting
firm of F. M. Burnham & Associates in Washington, D.C..
PHOTO BURL OSBORNE BURL OSBORNE, age 60, has served as a director of the
Company since January 1987. He has been President,
Publishing Division of the Company since November 1995.
Since January 1991, Mr. Osborne has been Publisher of The
Dallas Morning News, a subsidiary of the Company. Mr.
Osborne was President of The Dallas Morning News from 1985
through December 1990 and Editor of The Dallas Morning News,
from 1985 through January 1997.
PHOTO J. MCDONALD J. MCDONALD WILLIAMS, age 56, has served as a director of
WILLIAMS the Company since April 1985. Mr. Williams is Chairman of
the Trammell Crow Company, a real estate services firm. From
1991 until July 1994, Mr. Williams was President and Chief
Executive Officer of Trammell Crow Company and from 1977 to
December 1990, he was managing partner of Trammell Crow
Company. Mr. Williams is a member of the Board of Directors
of Mitchell Energy & Development Corp..
</TABLE>
Class II Directors (Term expires in 2000)
<TABLE>
<S> <C>
PHOTO HENRY P. HENRY P. BECTON, JR., 54, has served as a director of the
BECTON, JR. Company since May 1997. He served as a director of The
Providence Journal Company from 1992 to 1997. Since 1984,
Mr. Becton has been President and General Manager of WGBH
Educational Foundation. He is a member of the Board of
Directors of Public Broadcasting Service and Becton
Dickinson and Company and is a trustee or director of the
following investment companies managed by Scudder Kemper
Investments: Scudder Cash Investment Trust; Scudder
California Tax Free Trust; Scudder Municipal Trust; Scudder
State Tax Free Trust; Scudder Investment Trust; Scudder
Portfolio Trust; Scudder Funds Trust; Scudder GNMA Fund;
Scudder U.S. Treasury Money Fund; Scudder Tax Free Money
Fund; and Scudder Tax Free Trust.
PHOTO ROBERT W. ROBERT W. DECHERD, age 46, has served as a director of the
DECHERD Company since March 1976. He has been Chairman of the Board
and Chief Executive Officer of the Company since January
1987. Mr. Decherd became President of the Company in January
1994, and previously served as President from January 1985
through December 1986. From January 1984 through December
1986, he served as Chief Operating Officer. Mr. Decherd is a
member of the Boards of Directors of CCBG Corporation and
Kimberly-Clark Corporation.
</TABLE>
9
<PAGE> 12
<TABLE>
<S> <C>
PHOTO ROGER A. ROGER A. ENRICO, age 53, has served as a director of the
ENRICO Company since July 1995. He has been Chief Executive Officer
of PepsiCo, Inc. since April 1996 and Chairman of the Board
of PepsiCo, Inc. since November 1996. He served as Chairman
and Chief Executive Officer of PepsiCo Worldwide Restaurants
from the end of 1994 and Vice Chairman of PepsiCo, Inc. from
1993 until November 1996. Mr. Enrico was Chairman and Chief
Executive Officer of PepsiCo Worldwide Foods from 1992 to
1993 and President and Chief Executive Officer of Frito-Lay,
Inc. from 1991 to 1992. Mr. Enrico is a member of the Boards
of Directors of PepsiCo, Inc., Dayton Hudson Corporation,
The Prudential Insurance Company of America, Inc., The
College Fund/UNCF and Lincoln Center for the Performing
Arts.
PHOTO ARTURO MADRID ARTURO MADRID, PH.D., age 59, has served as a director of
the Company since January 1994. He is the Norene R. and T.
Frank Murchison Distinguished Professor of the Humanities at
Trinity University in San Antonio, Texas. From 1984 to 1993
he served as the founding President of the Tomas Rivera
Center, a national institute for policy studies on Latino
issues. Previously, Dr. Madrid served as a director of the
Fund for the Improvement of Post-Secondary Education, U.S.
Department of Education and of the Ford Foundation's
Graduate Fellowship Program. In addition, he has held
academic and administrative positions at Dartmouth College,
the University of California, San Diego, and the University
of Minnesota. Dr. Madrid is a member of the Council for
Foreign Relations and a fellow of the National Academy for
Public Administration. In 1996, he was awarded the Charles
Frankel Prize by the National Endowment for the Humanities.
PHOTO WILLIAM T. WILLIAM T. SOLOMON, age 55, has served as a director of the
SOLOMON Company since April 1983. He is Chairman and Chief Executive
Officer of Austin Industries, Inc., a general construction
company, a position he has held since 1987. Prior to 1987,
Mr. Solomon was President and Chief Executive Officer of
Austin Industries, Inc..
PHOTO THOMAS B. THOMAS B. WALKER, JR., age 74, has served as director of the
WALKER, JR. Company since April 1982. He has been a partner, either
general or limited, in the Goldman Sachs Group, L.P.,
investment bankers, since 1968. Mr. Walker is a member of
the Boards of Directors of NCH Corporation, SYSCO
Corporation and Riviana Foods, Inc..
</TABLE>
MEETINGS AND COMMITTEES OF BOARD OF DIRECTORS
The Board of Directors held a total of eight meetings in 1997. Each
director attended at least seventy-five percent of the aggregate of the total
number of meetings held by the Board of Directors and the total number of
meetings held by all committees of the Board on which he or she served. The
Board of Directors has an Audit Committee, a Compensation Committee, and a
Directors Planning Committee, all of the members of each of which are
non-employee directors.
10
<PAGE> 13
Audit Committee. The Audit Committee consists of Roger A. Enrico, Dealey D.
Herndon, Arturo Madrid, Fanchon M. Burnham, Henry P. Becton, Jr. and Hugh G.
Robinson. Mr. Robinson serves as the Chairman of the Audit Committee. The Audit
Committee consults with the Company's independent auditors and with personnel
from the internal audit and financial staffs with respect to corporate
accounting, reporting, and internal control practices. The Audit Committee met
two times during 1997.
Compensation Committee. The Compensation Committee consists of John W.
Bassett, Jr., Lester A. Levy, Judith L. Craven and J. McDonald Williams. Mr.
Williams serves as Chairman of the Compensation Committee. The Compensation
Committee makes recommendations to the Board of Directors for base salaries for
executive officers and compensation packages for directors, approves bonus
levels and option awards for executive officers, and administers, among other
plans, the Company's 1995 Executive Compensation Plan, G. B. Dealey Retirement
Pension Plan, Employee Savings and Investment (401(k)) Plan, Supplemental
Executive Retirement Plan, and Management Security Plan. The Compensation
Committee met three times during 1997.
Directors Planning Committee. The Directors Planning Committee consists of
Dealey D. Herndon, Lester A. Levy, James M. Moroney, Jr., Hugh G. Robinson,
Thomas B. Walker, Jr., J. McDonald Williams and William T. Solomon. Mr. Solomon
serves as Chairman of the Directors Planning Committee. The Directors Planning
Committee reviews the long-range financial and strategic planning efforts of the
Company and reviews possible nominees for positions on the Board of Directors.
The Directors Planning Committee met three times in 1997.
11
<PAGE> 14
PROPOSAL TWO
PROPOSAL TO AMEND THE COMPANY'S
CERTIFICATE OF INCORPORATION
GENERAL
On February 13, 1998, the Company's Board of Directors approved a proposal
to amend Article Four of the Company's Certificate of Incorporation to increase
the number of authorized shares of Common Stock from 150,000,000 to 450,000,000.
The Board of Directors recommends that the shareholders of the Company approve
the proposed amendment.
As proposed, the Certificate of Incorporation shall be amended by deleting
the first paragraph of Section 1 of Article Four and replacing it with the
following:
The aggregate number of shares of stock that the corporation shall
have the authority to issue is four hundred fifty-five million
(455,000,000) shares, of which five million (5,000,000) shares shall be
Preferred Stock (the "Preferred Stock"), par value $1.00 per share, and
four hundred fifty million (450,000,000) shares shall be Common Stock (the
"Common Stock"), par value $1.67 per share.
Shareholder approval of the proposed amendment to the Certificate of
Incorporation will also authorize the Board of Directors and the officers of the
Company to make such changes to the form of the amendment as may be necessary or
appropriate to effect the required filing with the Secretary of the State of
Delaware. The Company's Common Stock, including the proposed increase, may be
issued in Series A, Series B or, if designated, Series C shares.
BACKGROUND AND PURPOSE OF THE PROPOSAL
The Board of Directors believes that the increased number of authorized
shares of Common Stock contemplated by the proposed amendment is desirable to
make additional unreserved Common Stock available for issuance or reservation
without further shareholder authorization, except as may be required by law or
by the rules of the New York Stock Exchange ("NYSE"). The effect of the
amendment will be to increase the number of shares of Common Stock that will be
readily available, if more shares are needed, for issuance in connection with
corporate purposes including, but not limited to, stock splits, stock dividends,
financings, acquisitions and other future developments where issuance would be
desirable. The Board of Directors believes having such additional shares of
Common Stock available for such purposes without delay or the necessity for a
special shareholders' meeting would allow the Company greater flexibility in
considering potential future actions involving the issuance of Common Stock and
would be beneficial to the Company.
The Company has no definitive commitments, agreements or undertakings to
issue any additional shares of Common Stock, other than in connection with
outstanding options or other securities convertible into Common Stock. However,
with the increase in the Company's stock price in the last fiscal year, the
Company considers a stock split a possibility in the near future. As of December
31, 1997, the Company had 62,281,587 shares of Common Stock issued and
outstanding. Given the current number of issued and outstanding shares and the
number of shares reserved for issuance under the Company's benefit and
compensation plans, a two-for-one stock split would place the number of shares
issued and outstanding and shares held in treasury close to the limit of
150,000,000 currently authorized under the Company's Certificate of
Incorporation. In order to preserve the Company's operational flexibility and in
order to facilitate the possibility of a stock split, the Board of Directors has
determined that it is in the best interests of the Company and its shareholders
that the number of shares of Common Stock authorized for issuance under the
Company's Certificate of Incorporation be increased as proposed.
The proposed amendment will not affect the terms or the rights of the
holders of issued and outstanding shares of Common Stock. If such additional
authorized shares of Common Stock are subsequently issued to persons other than
existing shareholders, the percentage interest of existing shareholders will be
diluted.
12
<PAGE> 15
Shares of Common Stock represented by executed but unmarked Proxies will be
voted "FOR" the proposed amendment to the Certificate of Incorporation, unless a
vote against the proposed amendment or an abstention from voting is specifically
indicated on the Proxy.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR
APPROVAL OF THE PROPOSED AMENDMENT TO THE CERTIFICATE OF INCORPORATION.
EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
<TABLE>
<CAPTION>
NAME OFFICE CURRENTLY HELD OFFICE HELD SINCE
---- --------------------- -----------------
<S> <C> <C>
Robert W. Decherd........ Chairman of the Board, President and 1987(1)
Chief Executive Officer
Ward L. Huey, Jr......... Vice Chairman of the Board 1987(1)
President, Broadcast Division
Burl Osborne............. President, Publishing Division 1991(1)
Publisher, The Dallas Morning News
Michael J. McCarthy...... Senior Corporate Vice President/ 1997(2)
General Counsel and Secretary
Michael D. Perry......... Senior Corporate Vice President/ 1997(3)
Chief Financial Officer
</TABLE>
- ---------------
(1) Member of the Board of Directors. (See "Election of Directors" above for
additional information.)
(2) Mr. McCarthy, age 53, has been Senior Corporate Vice President of the
Company since July 1997. From January 1987 through June 1997 he was Senior
Vice President. In addition, Mr. McCarthy has been Secretary and General
Counsel since October 1985. He served as Vice President of the Company from
1985 to 1987. From 1973 to September 1985, Mr. McCarthy was an associate and
then partner in the law firm of Dow, Lohnes & Albertson in Washington, D.C..
(3) Mr. Perry, age 51, has been Senior Corporate Vice President since July 1997.
From November 1987 through June 1997 he was Senior Vice President and has
served as Chief Financial Officer of the Company since November 1987. From
January 1989 through December 1991, Mr. Perry was also Treasurer. He served
as Vice President, Controller of the Company from January 1984 to November
1987.
13
<PAGE> 16
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following information summarizes annual and long-term compensation for
services in all capacities to the Company for the fiscal years ended December
31, 1997, 1996, and 1995 of the Chief Executive Officer and the other four most
highly compensated executive officers (the "Senior Executives") of the Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------------- ------------
SECURITIES
OTHER UNDERLYING
NAME AND ANNUAL OPTIONS/ ALL OTHER
PRINCIPAL COMPENSATION SARS COMPENSATION
POSITION YEAR SALARY($)(1) BONUS($)(2) ($)(3) (#) ($)(4)
--------- ---- ------------ ----------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Robert W. Decherd 1997 $625,000 $630,000 -- 110,000 $ 81,317
Chairman of the Board, 1996 $625,000 $600,000 -- 200,000 $ 75,540
President and Chief 1995 $559,700 $146,294 -- 79,000 $ 75,540
Executive Officer
Ward L. Huey, Jr. 1997 $525,000 $731,250 -- 67,000 $203,855
Vice Chairman of the Board 1996 $525,000 $481,250 -- 160,500 $122,374
President, Broadcast Division 1995 $444,000 $103,175 -- 59,000 $122,529
Burl Osborne 1997 $485,000 $702,500 -- 55,000 $205,768
President, Publishing Division 1996 $485,000 $402,500 -- 149,600 $152,650
Publisher, The Dallas Morning 1995 $427,000 $ 93,489 -- 49,000 $153,059
News
Michael J. McCarthy 1997 $290,000 $415,688 -- 18,600 $ 56,430
Senior Corporate Vice 1996 $290,000 $215,688 -- 59,000 $ 45,625
President/General Counsel and 1995 $247,000 $ 50,684 -- 19,000 $ 45,991
Secretary
Michael D. Perry 1997 $280,000 $408,250 -- 17,700 $ 44,563
Senior Corporate Vice 1996 $280,000 $208,250 -- 59,000 $ 37,503
President/Chief Financial Officer 1995 $244,000 $ 50,069 -- 19,000 $ 37,853
</TABLE>
- ---------------
(1) These amounts include annual director fees of $25,000 for each of Mr.
Decherd, Mr. Huey, and Mr. Osborne.
(2) Includes a one-time special bonus award to the Senior Executives in the
following amounts: Ward L. Huey, Jr. -- $250,000; Burl Osborne -- $300,000;
Michael J. McCarthy -- $200,000; and, Michael D. Perry -- $200,000. See
"Compensation Committee Report on Executive Compensation -- Special Bonus
Awards" on page 22.
(3) The total value of executive perquisites and benefits did not exceed the
lesser of (1) $50,000 or (2) 10% of the total annual salary and bonuses for
any executive officer listed above.
14
<PAGE> 17
(4) Amounts in this column consist of the following dollar values of premiums
for life insurance purchased on behalf of the named individuals under the
Company's Management Security Plan, amounts contributed by the Company to
the Company's Employee Savings and Investment Plan (a non-discriminatory
retirement plan established pursuant to Section 401(k) of the Internal
Revenue Code of 1986, as amended (the "Code"), and amounts contributed to
the Company's Supplemental Executive Retirement Plan (the "SERP") for 1997:
<TABLE>
<CAPTION>
EMPLOYEE
MANAGEMENT SAVINGS AND
SECURITY INVESTMENT SERP
PLAN PLAN CONTRIBUTION
($) ($) ($)
---------- ----------- ------------
<S> <C> <C> <C>
Robert W. Decherd....................................... $15,724 $5,225 $ 60,638
Ward L. Huey, Jr........................................ $19,861 $5,225 $178,769
Burl Osborne............................................ $20,087 $5,225 $180,456
Michael J. McCarthy..................................... $ 9,465 $5,225 $ 41,740
Michael D. Perry........................................ $ 6,546 $5,225 $ 32,792
</TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Since 1989 the Company has made annual grants of stock options to executive
officers and other key employees under its Executive Compensation Plan. The
stock options described below were awarded under the Company's 1995 Executive
Compensation Plan (the "1995 Plan"). During 1997, all options granted were for
Series B shares, and no limited stock appreciation rights were granted. The
following table provides additional information regarding options granted during
1997 to the named executive officers:
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES OR BASE PRESENT
GRANTED IN FISCAL PRICE EXPIRATION VALUE
NAME (#)(1) YEAR ($/SH) DATE ($)(2)
---- ---------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Robert W. Decherd....................... 100,000(3) 11.40% $52.75 12/19/07 $1,812,717
10,000(4) 1.14% $44.31 7/24/07 $ 171,244
Ward L. Huey, Jr........................ 67,000 7.64% $52.75 12/19/07 $1,214,520
Burl Osborne............................ 55,000 6.27% $52.75 12/19/07 $ 996,994
Michael J. McCarthy..................... 18,600 2.12% $52.75 12/19/07 $ 337,165
Michael D. Perry........................ 17,700 2.02% $52.75 12/19/07 $ 320,851
</TABLE>
- ---------------
(1) Except as noted in footnote (4), all options shown above become exercisable
in increments of 40% after one year and 30% after years two and three. Upon
the occurrence of a Change in Control (as defined in the 1995 Plan), all of
the options become immediately exercisable, unless the Board of Directors
has adopted resolutions making the acceleration provisions inoperative (or
does so promptly following such occurrence). The 1995 Plan provides for the
payment of the exercise price of an option with shares of Common Stock which
have been held for at least six months, or with the approval of the
Compensation Committee, with shares which have been held for less than six
months. In addition, the 1995 Plan permits an optionee under certain
circumstances to cause the Company to withhold shares issued upon the
exercise of an option granted under the plan in payment of the taxes due
upon the exercise of such option.
(2) These values are determined using the Black-Scholes Option Pricing Model.
The Black-Scholes Option Pricing Model is one of the methods permitted by
the Securities and Exchange Commission for estimating the present value of
options. The Black-Scholes Option Pricing Model is based on assumptions as
to certain variables as described below, and it is not intended to estimate,
and has no direct correlation to, the value of stock options that an
individual will actually realize. The actual value of the stock options that
an executive officer may realize, if any, will depend on the excess of the
market price on the date of exercise over the exercise price. With the
exception of the special grant of 10,000 options to Mr. Decherd, which was
based on substantially similar assumptions, the values listed above were
based on the following assumptions: volatility (measured as the annualized
standard deviation of the sample, as
15
<PAGE> 18
determined from the past 20 quarters, ending with the third quarter of
1997) -- .1719; risk free rate of return -- 6.03%; dividend yield -- .919%; time
of exercise -- 10 years; and discount for risk of forfeiture -- 3%.
(3) Includes a one-time special grant to Mr. Decherd of 20,900 options in
December 1997. See "Compensation Committee Report on Executive
Compensation -- CEO Compensation."
(4) Reflects a one-time special grant of options to Mr. Decherd in July 1997.
These options will become exercisable in increments of 40% after five years
and 30% after years six and seven. See "Compensation Committee Report on
Executive Compensation -- CEO Compensation."
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
The following table shows information concerning the exercise of stock
options during 1997 by the named executive officers and the estimated value of
unexercised options held by such individuals at year-end:
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES AT FY-END AT FY-END
ACQUIRED (#)(2) ($)(3)
ON EXERCISE VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($)(1) UNEXERCISABLE UNEXERCISABLE
---- --------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Robert W. Decherd........................ 87,299(4) $1,603,382 47,130/ $1,423,603/
301,701 $ 4,427,234
Ward L. Huey, Jr......................... 64,940(5) $2,019,174 138,150/ $3,604,259/
221,000 $ 3,415,650
Burl Osborne............................. -0- -0- 150,480/ $4,242,904/
199,460 $ 3,176,138
Michael J. McCarthy...................... -0- -0- 61,750/ $1,753,223/
75,700 $ 1,244,738
Michael D. Perry......................... -0- -0- 60,500/ $1,711,953/
74,800 $ 1,241,700
</TABLE>
- ---------------
(1) Based on the closing price of the Company's Series A shares on the NYSE on
the respective exercise dates, less the exercise price of the options.
(2) Of the exercisable options, the following numbers of shares underlying
options are for Series B shares for each named executive officer: Mr.
Decherd -- 0 shares; Mr. Huey -- 65,500 shares; Mr. Osborne -- 54,140
shares; Mr. McCarthy -- 20,900 shares; and Mr. Perry -- 20,900 shares. The
remaining exercisable options are for Series A shares. All of the
unexercisable options presented are options for Series B shares.
(3) Based on the closing price of $56.125 of the Company's Series A shares on
the NYSE -- Composite Transactions on December 31, 1997.
(4) All of the shares of the Company's Common Stock that were acquired by Mr.
Decherd upon the exercise of stock options were Series B shares, and were
held by Mr. Decherd.
(5) All of the shares of the Company's Common Stock that were acquired by Mr.
Huey upon the exercise of stock options were Series A shares, and were
simultaneously sold by Mr. Huey.
16
<PAGE> 19
COMPENSATION PURSUANT TO CERTAIN RETIREMENT PLANS
Pension Plan. The Company maintains a non-contributory pension plan
available to substantially all of its employees who have completed one year of
service and have reached 21 years of age. The following table reflects the
expected annual benefits, computed on a 10-year certain and life annuity basis,
payable under the plan to a fully vested executive officer of the Company upon
retirement at age 65 after the credited years of service and at the annual
remuneration levels set forth in the table.
<TABLE>
<CAPTION>
AVERAGE ANNUAL
COMPENSATION YEARS OF SERVICE(1)(2)
DURING --------------------------------------------------------------------------
FINAL FIVE YEARS 10 15 20 25 30 35 40
---------------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
$150,000............... $ 20,661 $ 30,991 $ 41,321 $ 51,651 $ 61,982 $ 72,312 $ 80,562
$250,000............... $ 35,161 $ 52,741 $ 70,321 $ 87,901 $105,482 $123,062 $124,046
$350,000............... $ 49,661 $ 74,491 $ 99,321 $124,046 $124,046 $124,046 $124,046
$450,000............... $ 64,161 $ 96,241 $124,046 $124,046 $124,046 $124,046 $124,046
$550,000............... $ 78,661 $117,991 $124,046 $124,046 $124,046 $124,046 $124,046
$650,000............... $ 93,161 $124,046 $124,046 $124,046 $124,046 $124,046 $124,046
$750,000............... $107,661 $124,046 $124,046 $124,046 $124,046 $124,046 $124,046
$850,000 or above...... $122,161 $124,046 $124,046 $124,046 $124,046 $124,046 $124,046
</TABLE>
- ---------------
(1) Benefits listed in the table above are not subject to reduction for Social
Security amounts.
(2) The table above does not reflect all of the limitations on accrued benefits
imposed by Section 415 of the Code, which currently limits such benefits to
$125,000. Prior to January 1, 1983, actual benefits were accrued subject to
a maximum limitation of $136,425. The table also does not reflect the
limitations imposed by Section 401(a)(17) of the Code on annual compensation
to be taken into account in determining pension benefits, which in 1997 was
limited to $160,000.
The Company's pension plan provides for the payment of a monthly retirement
benefit based on credited years of service and the average of five consecutive
years of highest annual compensation out of the ten most recent calendar years
of employment. Compensation covered under the plan includes regular pay plus
overtime, bonuses, commissions and any contribution made by the Company on
behalf of an employee pursuant to a deferral election under any benefit plan
containing a cash or deferred arrangement. Covered compensation excludes certain
non-cash earnings and Company matching contributions to the Employee Savings and
Investment Plan. A participant's interest in the plan becomes fully vested upon
completion of five years of credited service, or upon attainment of age 62,
whichever first occurs. Retirement benefits under the plan are paid to
participants upon normal retirement at the age of 65 or later, or upon early
retirement, which may occur at age 62 or age 55 with five years of service. The
plan also provides for the payment of death benefits. As of December 31, 1997,
the five executive officers named in the Summary Compensation Table above have
credited years of service under the plan as follows: Mr. Decherd -- 24 years;
Mr. Huey -- 37 years; Mr. Osborne -- 17 years; Mr. McCarthy -- 12 years; and Mr.
Perry -- 18 years. The covered compensation of such persons under the pension
plan is substantially the same as the annual compensation indicated in the
Summary Compensation Table on page 14, except that such covered compensation was
capped at $160,000 for all participants in 1997.
Upon the occurrence of certain events, (1) the benefits of all active
participants in the pension plan become fully vested and nonforfeitable and (2)
the excess of plan assets over the present value of accrued benefits, if any,
are applied to provide active participants with an additional vested benefit
equivalent to the benefit such participants should have received under
Department of Labor Regulations Section 2618.32(a), as in effect prior to July
1, 1996, if the plan had then terminated. The events giving rise to (1) and (2)
above are generally identical to those giving rise to a "Change in Control," as
defined in the Company's 1995 Plan. A "Change in Control" is generally defined
in the 1995 Plan as the commencement of a tender offer or exchange offer, a
change in control (which is deemed to occur when any group, entity, or other
person that theretofore beneficially owned less than 30% of the total number of
outstanding shares of Common Stock acquires shares, which acquisition results in
such group, entity, or person having more than 30% beneficial ownership),
17
<PAGE> 20
approval or consummation of certain mergers, sales, exchanges, or dispositions
of the Company's assets, or certain changes in the composition of the Board of
Directors of the Company during any period of two consecutive years.
Management Security Plan. The Management Security Plan was instituted as of
January 1, 1980 to provide retirement and death benefits at a reduced cost
through group rates to a select group of management and highly compensated
employees, including the five executive officers listed in the Summary
Compensation Table above, who contribute materially to the growth, development,
and success of the Company. The Management Security Plan, other than the amounts
of benefits awarded thereunder, is administered by a committee that serves at
the discretion of the Board of Directors, the members of which committee may be
participants in the plan. The Management Security Plan is currently administered
by the Compensation Committee, none of whose members is a participant in the
plan. The Management Security Plan provides for a death benefit equal to 50% of
the participant's salary at the date the participant elected to participate in
the plan payable for 10 years thereafter or until the participant would have
reached age 65 (whichever is longer), plus an additional payment equal to the
participant's full salary for the first year after death. If the participant
survives to year 65, then such amounts will be paid out over 10 years after
retirement. Under the terms of the plan, additional insurance is purchased upon
a participant entering into the plan and upon each salary increase for any plan
participant. However, in 1988 the Company determined to freeze the level of
benefits under the Management Security Plan, and no additional participants have
been added to the plan since such time. The estimated annual benefits under the
Management Security Plan payable upon retirement at age 65 to each of the
executive officers named in the Summary Compensation Table are as follows: Mr.
Decherd -- $384,589; Mr. Huey -- $120,007; Mr. Osborne -- $74,227; Mr.
McCarthy -- $104,250; and Mr. Perry -- $86,635. Amounts contributed to the
Management Security Plan by the Company on behalf of the five executive officers
named in the Summary Compensation Table for 1997 are set forth in footnote (4)
to the Summary Compensation Table on page 14 above.
Supplemental Executive Retirement Plan. The Supplemental Executive
Retirement Plan (the "SERP") was adopted by the Compensation Committee in
December 1992 for senior corporate officers and other key executives selected by
the Compensation Committee. This group includes the five executive officers
named in the Summary Compensation Table on page 14. The SERP's purpose is to
help offset the Code limits on the Company's qualified retirement plans. The
SERP's specific objective, when combined with the Company's Pension Plan,
Employee Savings and Investment Plan, and Management Security Plan, is to
provide a benefit at age 65 of 60% of final average pay (the average of the
total salary and bonus during the last five completed calendar years of
employment) to the senior corporate officers and a benefit of 55% of final
average pay to all other participants. However, since the SERP is a defined
contribution plan, the actual benefit to be received by any participant will be
dependent on the participant's account balance at the time of retirement. As the
contributions to the SERP are based on a participant's salary and bonus, the
actual amount of the contributions made on behalf of a participant will vary
based on a number of factors, of which Company performance is a primary factor.
(See "Executive Compensation Plan" under "Compensation Committee Report on
Executive Compensation" on pages 20-22 for a discussion of Company performance
and its effect on the amount of salary and bonus paid to executives.) The
payment of benefits under the SERP will be subject to the same terms and
conditions described above for the payment of benefits under the Company's
Pension Plan. (See the description of the Company's Pension Plan on page 17
above. See also footnote (4) to the Summary Compensation Table on page 14 above
for the amounts contributed to the SERP by the Company on behalf of the Senior
Executives and the Chief Executive Officer for 1997.) The Company has
established a trust to hold the contributions to the SERP, which contributions
will be subject to the claims of the Company's creditors. As a result of the
establishment of the trust, benefits payable under the SERP will be protected in
the event of a change in control of the Company.
18
<PAGE> 21
COMPENSATION OF DIRECTORS
In 1997, directors received an annual retainer of $25,000 for serving on
the Company's Board of Directors, and non-employee directors also received
$1,250 for each meeting of the Board of Directors attended. Directors who are
committee chairmen (all of whom are non-employee directors) received $2,500 for
each committee meeting chaired. Non-employee directors received $1,250 for each
committee meeting attended.
Since May 1988, non-employee directors of the Company have automatically
received upon their first election to the Board a one-time grant of options to
purchase 20,000 shares of the Company's Common Stock (as adjusted). Thereafter,
on each annual meeting date, each non-employee director has automatically
received additional non-qualified options to purchase 5,000 shares of Common
Stock. In December 1995, the Compensation Committee authorized the use of Series
B shares for both purposes.
At the regular meeting of the Board of Directors in December 1997, the
Board adopted a revised compensation plan for directors as recommended by the
Compensation Committee following its consideration of a comparative study of
director compensation prepared by the Committee's independent compensation
consultant. The changes are designed to ensure that the Company's directors are
compensated at a competitive level with respect to comparable companies and that
incentives and opportunities for ownership of Company stock are provided to
directors.
In accordance with the revised directors compensation plan, beginning on
the date of the 1998 Annual Meeting non-employee directors will receive an
annual compensation package of $85,000 ($90,000 if a committee chair). One-half
of this amount will be paid in stock options for Series B shares (valued at
their fair market value on the date of grant), with exercise prices equal to the
closing price on the date of grant. Directors may elect in advance to receive
all or a portion of the remaining amount in additional stock options for Series
B shares or in cash. No additional fee will be paid for attendance at regularly
scheduled Board and committee meetings; attendance at special meetings will be
compensated at $1,250 per meeting ($2,500 for a committee chair). Directors who
are employees of the Company will no longer receive retainers for Board service,
but instead received increases in their 1998 base compensation and target bonus
amounts which, when combined, would total $25,000.
CERTAIN TRANSACTIONS
In September 1996, the Company entered into an agreement with a subsidiary
of Austin Industries, Inc. relating to certain renovations of The Dallas Morning
News, Inc.'s Plano printing plant and distribution center. The agreement
provided for total payments of approximately $1.7 million, of which
approximately $1.0 million was paid during the year ended December 31, 1997.
William T. Solomon, a director of the Company, is Chairman and Chief Executive
Officer of Austin Industries, Inc..
In June and September 1997, the Company entered into underwriting
agreements with Goldman, Sachs & Co. and other investment banking firms relating
to the Company's public offering of $1,000,000,000 aggregate principal
indebtedness. Thomas B. Walker, Jr., a director of the Company, is a limited
partner in the Goldman Sachs Group, L.P., an affiliate of Goldman, Sachs & Co..
The Company believes that all of the above-described contracts were on
terms as favorable as would have been received from independent third parties.
In connection with the Providence Journal Merger, the Company agreed to
assume and perform all employment, severance, consulting and other compensation
agreements between Providence Journal and its directors, officers and employees,
including Stephen Hamblett, a current director of the Company. In May 1997, the
Company paid Mr. Hamblett $3,542,106 in satisfaction and termination of these
obligations to him.
19
<PAGE> 22
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
THE COMPENSATION COMMITTEE
The Compensation Committee (the "Committee") is composed entirely of
independent outside directors. The Board of Directors has delegated to the
Committee the authority to review, consider and determine the compensation of
the Company's executive officers. The Committee follows the guidelines of the
Company's Executive Compensation Plan (the "ECP"), under which the Committee
makes recommendations to the Board of Directors regarding salary levels for
executive officers and makes the final determination regarding bonuses and
awards of stock options and other stock-based compensation to such persons under
the 1995 Plan (which was approved by the Company's shareholders at the 1995
Annual Meeting).
EXECUTIVE COMPENSATION PLAN
The ECP was implemented January 1, 1989, replacing the Company's previously
existing management incentive plans. The key elements of the ECP are an annual
base salary, an annual target bonus opportunity, and long-term incentive awards
issued under the 1995 Plan. The ECP is administered by the Committee, the
members of which are not eligible to participate in the ECP. Officers of the
Company and its subsidiaries, including the Chief Executive Officer and the
senior executive officers listed in the Summary Compensation Table on page 14
(the "Senior Executives") are automatically eligible to participate in the ECP.
The Committee selects additional participants according to their ability to
affect significantly the profitability of the Company. Levels of compensation
for participants other than the Chief Executive Officer and the Senior
Executives are determined in a manner similar to that described below for the
Senior Executives.
The ECP is designed to provide a competitive level of compensation to key
executives, managers and professionals through annual compensation as well as
long-term awards. The goals of the ECP are: (1) to establish a competitive
compensation program to attract, retain and motivate employees in those
positions that most directly affect the Company's overall performance, and (2)
to encourage coordinated and sustained effort toward enhancing the Company's
performance and maximizing the Company's value to its shareholders. The receipt
by participants of bonus amounts is entirely dependent upon the achievement of
Company financial performance targets.
Long-term incentive awards (stock options or other stock-based awards) are
granted in December of each year. At the same time, base salary levels and bonus
opportunities are established for the following year. The Committee considers an
ECP participant's annual compensation package to include the long-term incentive
awards granted in December of the prior year, plus base salary and bonus
opportunity as determined for the current fiscal year. However, the rules of the
Securities and Exchange Commission require the reporting of compensation on a
calendar year basis. Consequently, the compensation packages presented herein
include base salary and bonus opportunities earned in 1997, which were
established by the Committee in December 1996, and option awards granted in
December 1997.
The Committee works closely with the Chief Executive Officer and the Chief
Financial Officer in formulating its recommendations. It is the policy of the
Company to strive to establish a level for each element of a participant's
compensation that is approximately equal to the seventy-fifth percentile for
comparable companies. This target percentile was established at a level the
Committee believes is necessary to attract and retain outstanding executives.
For comparative purposes, the Committee reviews a special cut survey of peer
media companies in determining base salaries and bonus opportunities and a
broader survey of companies in determining long-term incentive awards. The
survey is conducted by a nationally recognized compensation consultant. The
companies included in both the general compensation survey and the special cut
survey vary somewhat from those included in the group of peer companies
indicated in the Performance Graph on page 23 because certain companies included
in the peer group do not participate in the compensation survey and some
companies that participate in the compensation survey are not public companies.
Base Salary. The base salaries of the Senior Executives for 1997 were set
at levels approximating the target percentile of the special cut survey aimed
for by the Committee and did not change from 1996.
20
<PAGE> 23
Annual Performance Bonus Opportunity. Each ECP participant has an
opportunity to earn an annual bonus based entirely upon the financial
performance of the participant's organizational entity. The Committee uses a
percent of the base salary of each ECP participant to establish the
participant's bonus opportunity range, based on survey comparisons. The
Committee annually reviews minimum, target and maximum levels of financial
performance for each organizational entity, based on business plans developed by
Company management. Each Senior Executive's bonus opportunity is based on the
financial performance of the Company as a whole. Bonus amounts for ECP
participants are determined shortly following the end of each calendar year. If
minimum performance levels have not been achieved, participants earn no bonuses.
Performance at the target level earns participants 100% of their bonus amounts,
and performance at the maximum level earns participants 175% of their bonus
amounts.
If performance falls between the minimum level and the target level,
participants receive a prorated amount up to the target bonus amount reflecting
performance in excess of the minimum level. If performance falls between the
target and maximum performance levels, participants receive 100% of their bonus
amounts, plus an additional pro rata amount reflecting performance in excess of
the target level. The Committee believes that linking the bonus opportunity
directly to financial performance gives ECP participants an incentive to focus
on management objectives. As a result of the Company's financial performance
during 1997, the bonuses of the Senior Executives set forth in the Summary
Compensation Table on page 14 (less the special bonus awards described below)
represent approximately 175% of their respective target bonus amounts.
Long-Term Awards. The long-term incentive component of the ECP is designed
to encourage the retention of key executives, and the ultimate value of
long-term awards is determined by the Company's performance as reflected in the
market price of its stock. The Committee assigns to each ECP participant a
long-term incentive factor, expressed as a percent of base salary. The Committee
strives to set long-term incentive levels for participants that would place them
at approximately the seventy-fifth percentile of the survey considered by the
Committee. In recommending levels of long-term incentive awards for
participants, the Committee attempts to estimate the present value of these
awards, assuming that the Company's growth approximates media industry norms,
and making use of the Black-Scholes Option Pricing Model. The participant's
long-term incentive factor times annual compensation reflects the estimated
present value of the awards.
Stock Options. A total of 158,300 options for the Company's Series B shares
were granted to Senior Executives in 1997 under the 1995 Plan. The Committee
established an exercise price for such options equal to the market price of the
Series A shares on the date of grant. (See the Option/SAR Grants in Last Fiscal
Year table on page 15, which reflects estimated present values of such options,
based on the indicated assumptions.) The Committee has never granted options at
exercise prices other than the market price of the Series A shares on the date
of grant and has never adjusted such prices retroactively (except pursuant to
antidilution provisions upon the Company's distribution by dividend of Series B
shares in May 1988 and pursuant to a two-for-one stock split in the form of a
dividend on each outstanding share of the Company's Common Stock that was paid
in June 1995).
While the value realizable from exercisable options is dependent upon the
extent to which the Company's performance is reflected in the market price of
its Common Stock at any particular point in time, the decision as to whether
this value will be realized in any particular year is primarily determined by
each individual executive. Accordingly, in analyzing annual compensation levels,
the Committee does not consider gains realized during any particular year by any
of the Senior Executives as a result of individual decisions to exercise stock
options or to sell restricted shares received in previous years. (See the
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End
Option/SAR Values table on page 16 for the amounts realized by the Senior
Executives from option exercises in 1997 and the estimated unrealized value of
unexercised options held by such persons as of December 31, 1997.)
21
<PAGE> 24
SPECIAL BONUS AWARDS
In December 1997, the Committee determined to award a one-time special
bonus to certain key employees of the Company in recognition of their
outstanding efforts in the successful integration of the businesses acquired
from Providence Journal during 1997. The amount of the bonuses awarded to each
Senior Executive is as follows: Mr. Huey -- $250,000; Mr. Osborne -- $300,000;
Mr. McCarthy -- $200,000; and Mr. Perry -- $200,000.
CEO COMPENSATION
Mr. Decherd is a participant in the ECP. In December 1997, the Committee
awarded Mr. Decherd stock options for 79,100 Series B shares. This amount
corresponds to the target percentile indicated by the compensation survey
considered by the Committee. In addition, Mr. Decherd was awarded special grants
of options for 10,000 Series B shares in July 1997 and, in lieu of the special
cash bonus award described above, options for 20,900 Series B shares in December
1997 in recognition of his efforts with respect to the Providence Journal
acquisition and the integration of the businesses acquired. See footnotes (3)
and (4) to the Options/SAR Grants in Last Fiscal Year table on page 16.
Mr. Decherd's base salary remained unchanged from 1996. Mr. Decherd's 1997
bonus amount under the ECP was determined solely in relation to the consolidated
financial performance of the Company and its subsidiaries. As a result of the
Company's performance in 1997, Mr. Decherd received 175% of the applicable
target bonus amount.
ONE MILLION DOLLAR LIMIT ON THE DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Omnibus Budget Reconciliation Act of 1993 placed a one million dollar
limit on the deductibility of certain compensation paid to the Chief Executive
Officer and the Senior Executives for tax years beginning on or after January 1,
1994. Certain compensation, including performance-based compensation meeting
specified requirements, is exempt from the limit. The 1995 Plan permits the
Company to grant awards that are not subject to the deduction limit established
by Section 162(m) of the Code. The Committee intends to grant awards that are
not subject to the deduction limit to the extent that the structure of such
awards is consistent with corporate performance objectives. The special bonus
awards to the Senior Executives described above are not subject to the deduction
limit.
Respectfully submitted,
COMPENSATION COMMITTEE
John W. Bassett, Jr.
Judith L. Craven
Lester A. Levy
J. McDonald Williams, Chairman
22
<PAGE> 25
PERFORMANCE GRAPH
The following graph compares the annual cumulative total shareholder return
on an investment of $100 on December 31, 1992 in the Company's Series A shares,
based on the market price of the Series A shares and assuming reinvestment of
dividends, with the cumulative total return of a similar investment in companies
on the Standard & Poor's 500 Stock Index and in a group of peer companies
selected by the Company on a line-of-business basis and weighted for market
capitalization. The Company's peer group is composed of the following companies:
BHC Communications, Inc.; Central Newspapers, Inc.; Dow Jones & Company, Inc.;
Gannett Company, Inc.; Granite Broadcasting Corporation; Knight-Ridder, Inc.;
Lee Enterprises, Inc.; McClatchy Newspapers, Inc.; Media General, Inc.; The New
York Times Company; Pulitzer Publishing Company; The E. W. Scripps Company;
Times Mirror Company; Tribune Company; The Washington Post Company; and Young
Broadcasting Corporation. The Company is not included in the calculations of
peer group cumulative total shareholder return on investment.
<TABLE>
<CAPTION>
Measurement Period A.H. Belo
(Fiscal Year Covered) Corporation S&P 500 Peer Group
<S> <C> <C> <C>
12/31/92 100 100 100
12/31/93 128 110 118
12/31/94 138 112 111
12/31/95 171 153 140
12/31/96 174 188 173
12/31/97 283 251 261
</TABLE>
ANNUAL REPORT ON FORM 10-K
UPON WRITTEN REQUEST OF ANY BENEFICIAL SHAREHOLDER OR SHAREHOLDER OF
RECORD, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1997 (INCLUDING THE EXHIBITS, FINANCIAL STATEMENTS, AND THE
SCHEDULES THERETO) REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 13A-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934, MAY
BE OBTAINED, WITHOUT CHARGE, FROM MICHAEL J. McCARTHY, SECRETARY, 400 SOUTH
RECORD STREET, DALLAS, TEXAS 75202.
23
<PAGE> 26
INDEPENDENT AUDITORS
Ernst & Young LLP, independent auditors, served as independent auditors for
the Company for the fiscal year ended December 31, 1997, and will serve in such
capacity for the current fiscal year. Representatives of Ernst & Young LLP will
be present at the Annual Meeting, will have the opportunity to make a statement
if they desire to do so, and will be available to respond to appropriate
questions presented at the Annual Meeting.
SHAREHOLDER PROPOSALS
Shareholder proposals to be presented at the 1999 Annual Meeting of
Shareholders, for inclusion in the Company's Proxy Statement and form of Proxy
relating to that meeting, must be received by the Company at its offices in
Dallas, Texas, addressed to the Secretary of the Company, not later than
December 30, 1998. Such proposals, and any nomination of candidates for election
as directors, must comply with the bylaws of the Company and the requirements of
Regulation 14A of the Securities Exchange Act of 1934.
OTHER MATTERS
At the date of this Proxy Statement, management was not aware that any
matters not referred to in this Proxy Statement would be presented for action at
the Annual Meeting. If any other matters should come before the Annual Meeting,
the persons named in the accompanying form of Proxy will have discretionary
authority to vote all proxies in accordance with their best judgment, unless
otherwise restricted by law.
By Order of the Board of Directors
MICHAEL J. McCARTHY
Secretary
Dated: April 3, 1998
24
<PAGE> 27
YOUR PROXY CARD IS ATTACHED BELOW.
Please read and follow the instructions
carefully and detach and return your
completed proxy card in the enclosed
postage-paid envelope.
DETACH HERE
- -------------------------------------------------------------------------------
[FRONT]
PROXY
BELO
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF A. H. BELO
CORPORATION
The undersigned hereby appoints Robert W. Decherd and Ward L. Huey, Jr., or
any one or both of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes each of them to represent and to vote as
designated below all the shares of the Common Stock of A. H. Belo Corporation
held of record by the undersigned on March 20, 1998, at the Annual Meeting of
Shareholders to be held on May 13, 1998, and any adjournment or postponement
thereof.
This Proxy, when properly executed will be voted in the manner directed
herein, by the undersigned shareholder. If no direction is made, this Proxy will
be voted "FOR" all nominees listed in Proposal 1 and "FOR" the proposal to
amend the Company's Certificate of Incorporation listed in Proposal 2.
Please sign exactly as name appears. When shares are held by joint tenants,
both should sign. When signing as attorney, executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
- -------------- --------------
SEE REVERSE SEE REVERSE
SIDE (continued and to be signed on the reverse side) SIDE
- -------------- --------------
- -------------------------------------------------------------------------------
[BACK]
[X] Please mark
votes as in
this example
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1 AND FOR THE PROPOSAL TO AMEND THE
COMPANY'S CERTIFICATE OF INCORPORATION LISTED IN PROPOSAL 2.
<TABLE>
<S> <C> <C> <C>
1. Election of the following nominees as Class
III Directors (Term expires in 2001).
NOMINEES: Judith L. Craven, M.D.,M.P.H.,
Stephen Hamblett, Dealey D. Herndon,
Ward L. Huey, Jr., James M. Moroney, Jr., 2. Proposal to amend the Company's FOR AGAINST ABSTAIN
and Hugh G. Robinson.
Certificate of Incorporation [ ] [ ] [ ]
[ ] FOR [ ] WITHHELD FROM ALL
ALL NOMINEES
NOMINEES
[ ] 3. At the discretion of such Proxies on any
------------------------------------ other matter that properly may come before
For all nominees except as noted above the meeting or any adjournment thereof.
MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
PLEASE MARK, DATE AND SIGN AS YOUR NAME
APPEARS AT LEFT AND RETURN IN THE ENVELOPE.
</TABLE>
<PAGE> 28
<TABLE>
<S> <C> <C> <C>
Please sign exactly as name appears. authorized officer. If a partnership,
When shares are held by joint tenants, please sign in partnership name by
both should sign. When signing as authorized person.
attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other
Signature
Signature: Date: if held jointly: Date:
----------------- -------- ------------------------- -------------
</TABLE>
<PAGE> 29
YOUR PROXY CARD FOR YOUR 401(k)
SHARES IS ATTACHED BELOW.
Please read and follow the instructions carefully and detach and return your
completed proxy card in the enclosed postage-paid envelope.
DETACH HERE
- --------------------------------------------------------------------------------
[FRONT] PROXY
BELO
TO PARTICIPANTS IN THE A.H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN:
As a participant in the Employee Savings and Investment Plan with full
shares of the Company's Common Stock allocated to your account as of March 20,
1998, you may instruct the Trustee how to vote such shares at the Annual
Meeting of Shareholders to be held on May 13, 1998. Your instructions to the
Trustee will be held in strict confidence and will be made available only to
the inspectors of election at the Annual Meeting, none of whom is an employee
of the Company. Under the terms of the Plan, you have the right to give voting
instructions for all shares allocated to your account. Please use the other
side of this form in giving your instructions.
Any shares held by the Trustee as to which it has not received voting
instructions by May 7, 1998 will be voted as directed by the administrative
committee appointed by the Board of Directors of the Company. Any shares held by
the Trustee as to which it has been instructed to sign the Board of Directors
proxy, with no additional instructions to the contrary indicated, will be voted
"FOR" Proposal 1, the election of Class III Directors, and "FOR" Proposal 2, the
approval of the proposal to amend the Company's Certificate of Incorporation.
U.S. TRUST COMPANY OF CALIFORNIA, N.A.
SEE REVERSE Trustee SEE REVERSE
SIDE (continued and to be signed on the reverse side) SIDE
<PAGE> 30
- --------------------------------------------------------------------------------
[BACK]
Please mark
[ X ] votes as in
this example
U.S. TRUST COMPANY OF CALIFORNIA, N.A. YOU ARE HEREBY INSTRUCTED TO SIGN THE
BOARD OF DIRECTORS PROXY. YOU ARE FURTHER INSTRUCTED TO DIRECT THE PROXY
HOLDERS TO VOTE AS FOLLOWS:
1. Election of the following nominees as Class III Directors
(Term expires in 2001).
NOMINEES: Judith L. Craven, M.D.,M.P.H., Stephen Hamblett, Dealey D.
Herndon, Ward L. Huey, Jr., James M. Moroney, Jr., and Hugh G. Robinson.
[ ] FOR ALL NOMINEES [ ] WITHHELD FROM ALL NOMINEES
[ ] ----------------------------------------------------------------------
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE
2. Proposal to amend the Company's FOR AGAINST ABSTAIN
Certificate of Incorporation [ ] [ ] [ ]
3. At the discretion of such Proxies on any other matter that properly may
come before the meeting or any adjournment thereof.
MARK HERE
FOR ADDRESS [ ]
CHANGE AND
NOTE AT LEFT
PLEASE MARK, DATE AND SIGN AS YOUR NAME APPEARS AT LEFT AND RETURN IN THE
ENVELOPE.
I hereby authorize U.S. Trust Company of California, N.A., as Trustee under the
Employee Savings and Investment Plan, to vote the shares of Common Stock held
for my account under the Employee Savings and Investment Plan at the Annual
Meeting in accordance with instructions given above. U.S. Trust Company of
California, N.A. has appointed Boston EquiServe as Agent to tally the votes.
Signature
Signature: Date: if held jointly: Date:
------------- ------ -------------- -----
<PAGE> 31
U.S. TRUST
NOTICE TO PARTICIPANTS
IN THE
A. H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
Dear Plan Participant:
Enclosed with this notice is a Proxy Statement of A. H. Belo Corporation
(the "Company") describing the Annual Meeting of Shareholders to be held on May
13, 1998 (the "Annual Meeting"). The Annual Meeting will be for the purpose of
(i) electing Class III Directors ("Proposal 1") and (ii) approving the proposal
to amend the Company's Certificate of Incorporation ("Proposal 2"). The Proxy
Statement has been prepared by the Board of Directors of the Company in
connection with the business to be transacted at the Annual Meeting.
DIRECTIONS TO THE TRUSTEE
Only U.S. Trust Company of California, N.A., as trustee (the "Trustee") of
the A. H. Belo Corporation Employee Savings and Investment Plan (the "Plan"),
can vote the shares of the Company stock ("Shares") held by the Plan. However,
under the terms of the Plan, you as a participant are entitled to instruct the
Trustee how to vote the Shares allocated to your account.
Enclosed with this notice is a confidential voting instruction card
provided to you for the purpose of instructing the Trustee how to vote the
Shares concerning the above matters. Your participation in this matter is
important. Please take the time to complete the instruction card and return it
in the enclosed self-addressed and stamped envelope. You may instruct the
Trustee to vote FOR or WITHHOLD AUTHORITY on Proposal 1, and FOR, AGAINST or
ABSTAIN on Proposal 2. The Board of Directors has appointed an administrative
committee (the "Committee") as named fiduciary, which will have the discretion
to vote the Shares in the event you do not provide instructions to the Trustee.
The Trustee will vote all Shares of the Plan in accordance with the
instructions set forth on the voting instruction cards that are received by the
Trustee on or before May 7, 1998, unless the Trustee determines such
instructions are contrary to the requirements of the Employee Retirement Income
Security Act of 1974, as amended (ERISA). If you sign, date and return a voting
instruction card but do not check any boxes on the card, the Trustee will vote
your Shares FOR Proposal 1 and FOR Proposal 2.
CONFIDENTIALITY AND INSTRUCTIONS
Your vote is strictly confidential and will not be revealed, directly or
indirectly, to any director, officer, or other employee of the Company or to
anyone else, except as otherwise required by law. Therefore, feel completely
free to instruct the Trustee to vote your Shares in the manner you think best.
VOTING DEADLINE
Because of the time required to tabulate voting instructions from
participants before the Annual Meeting, the Trustee must establish a cut-off
date for receiving your instruction cards. The cut-off date established by the
Trustee is May 7, 1998. The Trustee cannot insure that instruction cards
received after the cut-off date will be tabulated. Therefore, it is important
that you act promptly and return your instruction card on or before May 7, 1998,
in the envelope provided for your convenience. If the Trustee does not receive
timely instructions from you with respect to your Shares, the Trustee will vote
such Shares, as directed by the Committee, in the same manner, proportionately,
as the Shares in the Plan as to which voting instructions have been received.
<PAGE> 32
FURTHER INFORMATION
IF YOU ARE A DIRECT SHAREHOLDER OF A. H. BELO CORPORATION, YOU WILL
ALSO FIND ENCLOSED A SEPARATE PROXY CARD, WHICH YOU MUST USE TO VOTE YOUR
DIRECTLY-OWNED SHARES. THAT CARD CANNOT BE USED TO DIRECT THE VOTING OF SHARES
HELD BY THE PLAN. YOU MUST RETURN BOTH CARDS TO VOTE YOUR DIRECTLY-OWNED SHARES
AND YOUR SHARES HELD BY THE PLAN.
If you have questions regarding the information provided to you, you may
contact the Trustee at the following toll-free number between 8:00 a.m. and 5:00
p.m. Pacific Time, Monday through Friday:
(800) 535-3093
Your ability to instruct the Trustee how to vote your Shares held in the
Plan is an important part of your rights as a participant. Please consider the
enclosed material carefully and return your voting instructions to us promptly.
April 3, 1998
U.S. TRUST COMPANY OF CALIFORNIA, N.A.
as Trustee of the
A. H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
