<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]
P. O. BOX 655237
DALLAS, TEXAS 75265-5237
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 12, 1999
------------------------
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 12, 1999, AT 9:30 A.M., Dallas, Texas time, for
the following purposes:
1. To elect four Class I directors to hold office for a term of three
years or until their respective successors are elected and qualified; and
2. To transact such other business as properly may come before the
Annual Meeting or any adjournment thereof.
The close of business on March 19, 1999 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, 1998 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
MARIAN SPITZBERG
Secretary
April 1, 1999
<PAGE> 3
[BELO LOGO]
P. O. BOX 655237
DALLAS, TEXAS 75265-5237
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 12, 1999
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 12, 1999, 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 1, 1999. 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 four nominees listed under "Election of
Directors" as nominees of the Company for election as Class I directors,
for a three-year term; and
(2) 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 $5,500 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 required number of Proxy
forms, Proxy Statements, and Annual Reports 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 19, 1999. As of the record date, the
Company had issued and outstanding and entitled to vote at the Annual Meeting
99,107,469 shares of Series A Common Stock, par value $1.67 per share ("Series A
shares"), and 19,004,590 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.) All
share amounts reported in this Proxy Statement have been adjusted to reflect a
2-for-1 stock split paid in the form of a stock dividend on June 5, 1998.
The following table sets forth information, as of December 31, 1998,
regarding the beneficial ownership of the Company's Common Stock by certain of
the Company's executive officers, by its directors and nominees, by all of its
directors and executive officers as a group, and 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.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK BENEFICIALLY OWNED
AND PERCENTAGE OF OUTSTANDING SHARES AS OF
DECEMBER 31, 1998(1)
-------------------------------------------
NAME AND ADDRESS OF PERCENT OF
INDIVIDUAL OR GROUP SERIES A SERIES B CLASS(2)
------------------- ---------- ----------- -----------
<S> <C> <C> <C>
Robert W. Decherd(3)**+................................ 1,345,421(4) 5,616,522(5) 5.9%
A. H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265
Ward L. Huey, Jr.*+.................................... 295,127(6) 256,300(7) ***
A. H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265
Burl Osborne**+........................................ 286,823(8) 212,142(9) ***
A. H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265
Michael J. McCarthy+................................... 120,163(10) 80,177(11) ***
A. H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265
James M. Moroney(3)+................................... 51,933(12) 232,260(13) ***
A. H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265
John W. Bassett, Jr.**................................. 361,692(14) 691,008(15) ***
400 N. Pennsylvania Avenue, Suite 250
Roswell, New Mexico 88201
Henry P. Becton, Jr.*.................................. 12,168(16) 10,000(17) ***
125 Western Avenue
Boston, Massachusetts 02134
Fanchon M. Burnham*.................................... 392,444(18) 10,000(17) ***
3554 Edmunds Street, N.W.
Washington, D.C. 20007
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK BENEFICIALLY OWNED
AND PERCENTAGE OF OUTSTANDING SHARES AS OF
DECEMBER 31, 1998(1)
-------------------------------------------
NAME AND ADDRESS OF PERCENT OF
INDIVIDUAL OR GROUP SERIES A SERIES B CLASS(2)
------------------- ---------- ----------- -----------
<S> <C> <C> <C>
Judith L. Craven, M.D., M.P.H.*........................ 56,800(19) 20,000(20) ***
3212 Ewing Street
Houston, Texas 77004
Roger A. Enrico*....................................... 42,000(21) 20,000(20) ***
700 Anderson Hill Road
Purchase, New York 10577
Stephen Hamblett*...................................... 469,959(22) 25,494(23) ***
75 Fountain Street
Providence, Rhode Island 02902
Dealey D. Herndon(3)*.................................. 2,144,558(24) 2,769,704(25) 4.1%
322 Congress Avenue
Austin, Texas 78701
Arturo Madrid, Ph.D.*.................................. 57,100(26) 20,000(20) ***
Trinity University
715 Stadium Drive
San Antonio, Texas 78212
James M. Moroney, Jr.(3)*.............................. 954,378(27) 2,379,844(28) 2.8%
A. H. Belo Corporation
P.O. Box 655237
Dallas, Texas 75265
Hugh G. Robinson*...................................... 5,200(29) 20,000(20) ***
714 Jackson Street, Suite 1000
Dallas, Texas 75202
William T. Solomon*.................................... 40,000(21) 60,000(20) ***
3535 Travis Street, Suite 300
Dallas, Texas 75204
Thomas B. Walker, Jr.*................................. 72,000(30) 52,000(20) ***
100 Crescent Court, Suite 1000
Dallas, Texas 75201
J. McDonald Williams**................................. 52,000(21) 32,000(20) ***
3500 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
BankBoston Corporation++............................... 8,595,501(31) -0- 7.2%
100 Federal Street
Boston, Massachusetts 02110
All directors and executive officers as a group (19 6,777,509(32) 12,519,313(33) 16.0%(34)
persons).............................................
</TABLE>
- ---------------
* Director
** Director and Nominee
*** Less than one percent
+ Executive Officer
++ Shareholder
3
<PAGE> 6
(1) 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 the 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, 6.6%; Mrs. Herndon, 4.8%; Mr. Moroney,
Jr., 3.3%; Mr. Bassett, 1.0%; and all directors and executive officers as a
group, 17.0%. All other persons listed would be deemed to own less than 1%
of the Series A shares. See footnote (2).
(2) "Percent of Class" is calculated by taking the total number of Series A
shares and Series B shares beneficially owned by the individual or entity
listed, including the total number of Series A and Series B shares subject
to presently exercisable options held by that individual or entity 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 presently exercisable options held by the individual or
entity.
(3) The family relationships among the directors, executive officers, and
principal shareholders are as follows: Robert W. Decherd and Dealey D.
Herndon are brother and sister; James M. Moroney, Jr. is a cousin of Robert
W. Decherd and Dealey D. Herndon; and James M. Moroney is the son of James
M. Moroney, Jr. and a cousin of Robert W. Decherd and Dealey D. Herndon.
(4) Includes 32,566 Series A restricted shares issued under the Company's 1986
Long Term Incentive Plan, 2,111 Series A shares held in the Company's
401(k) plan, and 594,802 Series A shares indirectly held in grantor
retained annuity trusts ("GRATs") established in 1996, 1997, and 1998. Also
includes 43,080 Series A shares held in trust for which Mr. Decherd serves
as trustee and 144,802 Series A shares held by a charitable foundation
established by Mr. Decherd for which he serves as chairman and director,
but does not include 1,200 Series A shares owned by Mr. Decherd's wife,
5,740 Series A shares owned by Mr. Decherd's son, and 146,948 Series A
shares held in trusts for the benefit of Mr. Decherd's children, as to all
of which shares Mr. Decherd disclaims beneficial ownership.
(5) Includes 147,950 Series B shares subject to presently exercisable options
(15,000 of which were issued under the Company's 1986 Long Term Incentive
Plan and 132,950 of which were issued under the Company's 1995 Executive
Compensation Plan), 714 Series B shares held in the Company's 401(k) plan,
174,598 Series B shares indirectly held in a GRAT established in 1998, and
92,636 Series B shares owned by Mr. Decherd and his wife, as to which he
shares voting and dispositive power. Also includes 132,000 Series B shares
held in trust for which Mr. Decherd serves as trustee and 111,224 Series B
shares held by a charitable foundation established by Mr. Decherd for which
he serves as chairman and director, but does not include 1,200 Series B
shares owned by Mr. Decherd's wife, 4,640 Series B shares owned by Mr.
Decherd's son, and 130,208 Series B shares held in trusts established for
the benefit of Mr. Decherd's children, as to all of which shares Mr.
Decherd disclaims beneficial ownership.
(6) Includes 145,300 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan, 22,638 Series A
restricted shares issued under the Company's 1986 Long Term Incentive Plan,
and 1,357 Series A shares held in the Company's 401(k) plan.
(7) Consists of 256,300 Series B shares subject to presently exercisable
options issued under the Company's 1995 Executive Compensation Plan.
(8) Includes 192,680 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan, 21,112 Series A
restricted shares issued under the Company's 1986 Long Term Incentive Plan,
and 2,027 Series A shares held in the Company's 401(k) plan.
(9) Consists of 211,440 Series B shares subject to presently exercisable
options issued under the Company's 1995 Executive Compensation Plan and 702
Series B shares held in the Company's 401(k) plan.
4
<PAGE> 7
(10) Includes 81,700 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan, 8,792 Series A
restricted shares issued under the Company's 1986 Long Term Incentive Plan,
and 5,519 Series A shares held in the Company's 401(k) plan. Does not
include 4,000 Series A shares held in trusts for the benefit of Mr.
McCarthy's children, as to all of which shares Mr. McCarthy disclaims
beneficial ownership.
(11) Consists of 79,480 Series B shares subject to presently exercisable options
issued under the Company's 1995 Executive Compensation Plan and 697 Series
B shares held in the Company's 401(k) plan.
(12) Includes 33,276 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan, 5,712 Series A
restricted shares issued under the Company's 1986 Long Term Incentive Plan,
and 1,645 Series A shares held in the Company's 401(k) plan. Does not
include 4,800 Series A shares owned by Mr. Moroney's wife and 3,600 Series
A shares held in trust for the benefit of Mr. Moroney's children, as to all
of which shares Mr. Moroney disclaims beneficial ownership.
(13) Includes 20,000 Series B shares held by a family limited partnership, of
which Mr. Moroney is a limited partner, 90,960 Series B shares subject to
presently exercisable options issued under the Company's 1995 Executive
Compensation Plan, and 676 Series B shares held in the Company's 401(k)
plan. Does not include 1,600 Series B shares owned by Mr. Moroney's wife
and 800 Series B shares held in trust for the benefit of Mr. Moroney's
children, as to all of which shares Mr. Moroney disclaims beneficial
ownership.
(14) Includes 40,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. Also includes
28,000 Series A shares owned by Mr. Bassett's adult children, as to which
Mr. Bassett shares dispositive power, and 86,400 Series A shares held in
trusts for the benefit of Mr. Bassett's adult children, for which Mr.
Bassett serves as trustee, but does not include 56,820 Series A shares held
by a charitable remainder trust established in 1998, of which Mr. Bassett
is the primary beneficiary, and 900 Series A shares held in trust for the
benefit of Mr. Bassett's stepdaughter, for which Mr. Bassett's wife serves
as trustee, as to all of which shares Mr. Bassett disclaims beneficial
ownership.
(15) Includes 20,000 Series B shares subject to presently exercisable options
issued under the Company's 1995 Executive Compensation Plan. Also includes
70,780 Series B shares owned by Mr. Bassett's adult children, as to which
Mr. Bassett shares dispositive power, and 206,866 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.
(16) Consists of 12,168 Series A shares held in a trust of which Mr. Becton is
the beneficiary and trustee. Does not include 1,444 Series A shares held in
a trust for Mr. Becton's wife and 21,682 Series A shares held in trusts for
Mr. Becton's children, as to all of which shares Mr. Becton disclaims
beneficial ownership.
(17) Consists of 10,000 Series B shares subject to presently exercisable options
issued under the Company's 1995 Executive Compensation Plan.
(18) Includes 42,284 Series A shares held in trusts for the benefit of Mrs.
Burnham's adult children, as to which Mrs. Burnham shares dispositive
power, and 174,992 Series A shares held in 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.
(19) Includes 54,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan.
(20) Includes 20,000 Series B shares subject to presently exercisable options
issued under the Company's 1995 Executive Compensation Plan.
5
<PAGE> 8
(21) Includes 40,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan.
(22) Includes 1 Series A share held in the Company's 401(k) plan. Also includes
52,000 Series A shares held by a charitable foundation for which Mr.
Hamblett serves as director and foundation manager, as to all of which
shares Mr. Hamblett disclaims beneficial ownership.
(23) Consists of 25,440 Series B shares subject to presently exercisable options
issued under the Company's 1995 Executive Compensation Plan and 54 Series B
shares held in the Company's 401(k) plan.
(24) Includes 40,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. Also includes
98,456 Series A shares held in trusts, for which Mrs. Herndon serves as
trustee, but does not include 97,340 Series A shares owned by Mrs.
Herndon's husband, as to all of which shares Mrs. Herndon disclaims
beneficial ownership.
(25) Includes 20,000 Series B shares subject to presently exercisable options
issued under the Company's 1995 Executive Compensation Plan. Also includes
98,456 Series B shares held in trusts, for which Mrs. Herndon serves as
trustee, as to all of which shares Mrs. Herndon disclaims beneficial
ownership.
(26) Includes 56,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan.
(27) Does not include 42,000 Series A shares owned by Mr. Moroney's wife, as to
all of which shares Mr. Moroney disclaims beneficial ownership.
(28) Includes 2,000,000 Series B shares held by a family limited partnership of
which Mr. Moroney is the managing general partner. Does not include 42,000
Series B shares owned by Mr. Moroney's wife, as to all of which shares Mr.
Moroney disclaims beneficial ownership.
(29) Includes 3,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan.
(30) Includes 40,000 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan. Does not include
20,000 shares owned by Mr. Walker's wife, as to all of which shares Mr.
Walker disclaims beneficial ownership.
(31) Based upon information contained in its Report on Schedule 13-G filed with
the Securities and Exchange Commission on February 16, 1999, the Series A
shares are held indirectly by BankBoston Corporation by its subsidiary,
BankBoston, National Association; BankBoston Corporation shares voting
power with respect to 9,966 of the Series A shares and shares dispositive
power with respect to 7,400,647 of the Series A shares.
(32) Includes 820,016 Series A shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan.
(33) Includes 1,042,750 Series B shares subject to presently exercisable options
issued under the Company's 1986 Long Term Incentive Plan and under the
Company's 1995 Executive Compensation Plan.
(34) Represents approximately 44.0% of the voting power of all outstanding
shares of Common Stock.
6
<PAGE> 9
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. Unless otherwise required by
law, the affirmative vote of a majority of the voting power represented at the
Annual Meeting and entitled to vote is required for other matters which may
properly come before the Annual Meeting.
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 non-votes, 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, abstentions will have the effect of negative votes but broker
non-votes will not be treated as shares entitled to vote on such matters. This
means that broker non-votes will neither be counted in the numerator nor the
denominator in determining whether a matter has received sufficient votes to be
approved.
7
<PAGE> 10
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. Pursuant to the terms of the acquisition of The Providence
Journal Company on February 28, 1997 (the "Merger"), Fanchon M. Burnham, who was
elected in May 1997 by shareholder vote and has served as a Class I director,
will not stand for re-election. The bylaws of the Company provide that a
director who attains age seventy shall retire on the date of the annual meeting
of shareholders next following his or her seventieth birthday. Accordingly,
Thomas B. Walker, Jr., a Class II director, will retire on the date of the 1999
Annual Meeting. In accordance with the terms of the Merger, James M. Moroney,
Jr., a Class III director who has attained the age of seventy, will continue to
serve on the Board of Directors until the Annual Meeting in the year 2000, if
willing and able to do so.
As a result of the departure of the two directors described above, the
Board of Directors determined to distribute more equitably the number of
directors in each class. In February 1999, the Board of Directors adopted
resolutions pursuant to which, effective immediately prior to the election of
directors at the Annual Meeting, the size of the Board will be reduced to
fourteen directors, of which four will be designated as Class I, five will be
designated as Class II and five will be designated as Class III. Robert W.
Decherd, currently a Class II director, will become a nominee for election as a
Class I director, and Ward L. Huey, Jr., currently a Class III director, will
become a Class II director. The four nominees designated by the Board of
Directors for election as Class I directors at the 1999 Annual Meeting will
serve a three-year term if elected.
NOMINEES FOR DIRECTORS
Class I Directors (Term expires in 2002)
<TABLE>
<S> <C>
PHOTO JOHN W. JOHN W. BASSETT, JR., age 61, 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.
PHOTO ROBERT W. ROBERT W. DECHERD, age 47, 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 Board of Directors of Kimberly-Clark
Corporation.
</TABLE>
8
<PAGE> 11
<TABLE>
<S> <C>
PHOTO BURL OSBORNE BURL OSBORNE, age 61, 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, Inc., 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 57, 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.
</TABLE>
DIRECTORS CONTINUING IN OFFICE
Class II Directors (Term expires in 2000)
<TABLE>
<S> <C>
PHOTO OF HENRY P. HENRY P. BECTON, JR., age 55, has served as a director of
BECTON, JR. the 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 OF ROGER A. ROGER A. ENRICO, age 54, 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 through April 1996, and Vice Chairman
of PepsiCo, Inc. from 1993 until November 1996. 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.
</TABLE>
9
<PAGE> 12
<TABLE>
<S> <C>
PHOTO WARD L. HUEY, WARD L. HUEY, JR., age 60, has served as a director of the
JR. 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 1986, at which
time the stock ownership of the broadcasting subsidiaries
changed from Belo Broadcasting Corporation to the Company.
PHOTO ARTURO MADRID, ARTURO MADRID, PH.D., age 60, has served as a director of
PH.D. 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. In addition, he has held academic and administrative
positions at Dartmouth College, the University of
California, San Diego, the University of Minnesota, and the
U.S. Department of Education. 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 56, 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..
</TABLE>
Class III Directors (Term expires in 2001)
<TABLE>
<S> <C>
PHOTO JUDITH L. JUDITH L. CRAVEN, M.D., M.P.H., age 53, has served as a
CRAVEN, M.D., M.P.H. director of the Company since December 1992. From July 1992
until her retirement in October 1998, she served as
President of the United Way of the Texas Gulf Coast. From
1983 to 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 1987 to 1992 as Vice
President of Multicultural Affairs for the University of
Texas Health Science Center. Dr. Craven is a member of the
Boards of Directors of SYSCO Corporation, Luby's Cafeterias,
Inc., Compaq Computer Corporation, and Variable Annuity Life
Insurance Company of America.
PHOTO STEPHEN STEPHEN HAMBLETT, age 64, has served as a director of the
HAMBLETT Company since May 1997. Mr. Hamblett is Chairman of the
Board of The Providence Journal Company, a position he has
held since The Providence Journal Company became a
wholly-owned subsidiary of the Company in February 1997.
From February 1997 until April 1999, Mr. Hamblett also
served as Chief Executive Officer and Publisher of The
Providence Journal Company. 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 American Press Institute, the
Inter-American Press Association, and the Smithsonian
National Board.
</TABLE>
10
<PAGE> 13
<TABLE>
<S> <C>
PHOTO DEALEY D. DEALEY D. HERNDON, age 52, has served as a director of the
HERNDON 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 JAMES M. JAMES M. MORONEY, JR., age 77, has served as a director of
MORONEY, JR. 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 66, has served as a director of the
ROBINSON 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>
MEETINGS AND COMMITTEES OF BOARD OF DIRECTORS
The Board of Directors held a total of six meetings in 1998. 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.
Audit Committee. The Audit Committee consists of Henry P. Becton, Jr.,
Fanchon M. Burnham, Roger A. Enrico, Dealey D. Herndon, Arturo Madrid, 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 1998.
Compensation Committee. The Compensation Committee consists of John W.
Bassett, Jr., 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
stock 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
four times during 1998.
Directors Planning Committee. The Directors Planning Committee consists of
Dealey D. Herndon, James M. Moroney, Jr., Hugh G. Robinson, Thomas B. Walker,
Jr., J. McDonald Williams, and William T.
11
<PAGE> 14
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 once in 1998.
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, 1987(1)
and 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............... Executive Vice President/ 1998(2)
General Counsel
James M. Moroney.................. Executive Vice President 1998(3)
Dunia A. Shive.................... Senior Vice President/ 1998(4)
Chief Financial Officer
</TABLE>
- ---------------
(1) Member of the Board of Directors. (See "Election of Directors" above for
additional information.)
(2) Mr. McCarthy, age 54, has been Executive Vice President of the Company since
July 1998. He served as Senior Corporate Vice President from July 1997
through June 1998, and as Senior Vice President from January 1987 through
June 1997. In addition, Mr. McCarthy has been General Counsel since October
1985. He served as Secretary from 1985 to 1998 and 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. Moroney, age 42, has been Executive Vice President of the Company since
July 1998. He served as President of the Company's Television Group from
January 1997 until July 1998, and as Executive Vice President of the
Television Group from January 1995 until January 1997. From November 1993
until January 1995, Mr. Moroney was Vice President of the Company's
Broadcast Division. Mr. Moroney served as President and General Manager of
KOTV, the Company's television subsidiary in Tulsa, Oklahoma, from January
1993 until November 1993. From 1992 until January 1993, Mr. Moroney was Vice
President and General Manager of KOTV. Mr. Moroney served as Assistant to
the President of the Company's Broadcast Division from 1990 to 1992, and as
the Company's Controller from 1989 until 1990.
(4) Ms. Shive, age 38, has been Senior Vice President/Chief Financial Officer of
the Company since July 1998. She served as Senior Vice President/Corporate
Operations from July 1997 through June 1998. From January 1996 until July
1997, Ms. Shive served as Vice President/Finance of the Company. Ms. Shive
served as Vice President/Controller of the Company from January 1995 until
January 1996, and was the Company's Controller from May 1993 through January
1995.
12
<PAGE> 15
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, 1998, 1997, and 1996 of the Chief Executive Officer and the other four most
highly compensated executive officers (collectively, 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 1998 $696,000 -- -- 200,000 $ 81,273
Chairman of the Board, 1997 $625,000 $630,000 -- 220,000 $ 81,317
President, and Chief 1996 $625,000 $600,000 -- 400,000 $ 75,540
Executive Officer
Ward L. Huey, Jr. 1998 $586,000 -- -- 140,000 $203,910
Vice Chairman of the Board 1997 $525,000 $731,250 -- 134,000 $203,855
President/Broadcast
Division 1996 $525,000 $481,250 -- 321,000 $122,374
Burl Osborne 1998 $538,000 -- -- 120,000 $205,823
President/Publishing
Division 1997 $485,000 $702,500 -- 110,000 $205,768
Publisher, The Dallas
Morning 1996 $485,000 $402,500 -- 299,200 $152,650
News
Michael J. McCarthy 1998 $370,000 -- -- 50,000 $ 56,485
Executive Vice President/ 1997 $290,000 $415,688 -- 37,200 $ 56,430
General Counsel 1996 $290,000 $215,688 -- 118,000 $ 45,625
James M. Moroney 1998 $385,000 $ 23,843(5) -- 50,000 $ 33,344
Executive Vice President 1997 $350,000 $194,620 -- 49,400 $ 33,662
1996 $287,000 $114,800 -- 46,000 $ 11,621
</TABLE>
- ---------------
(1) These amounts include annual director fees of $25,000 for each of Mr.
Decherd, Mr. Huey, and Mr. Osborne for 1996 and 1997. Beginning in 1998,
employee directors no longer received separate compensation for Board
service. Accordingly, each of Mr. Decherd, Mr. Huey, and Mr. Osborne
received increments in their 1998 base compensation and target bonus amounts
which, when combined, would total approximately $25,000.
(2) Amounts for 1997 include 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 James M. Moroney,
$50,000.
(3) The total value of executive perquisites and benefits did not exceed the
lesser of (i) $50,000 or (ii) 10% of the total annual salary and bonuses for
any executive officer above.
(4) Amounts in this column consist of the following for 1998: (i) dollar values
of premiums for life insurance purchased by the Company on behalf of the
officer listed above under the Company's Management Security Plan; (ii)
amounts contributed by the Company to the Company's Employee Savings and
Investment Plan (the "401(k) plan"), a non-discriminatory retirement plan
established pursuant to
13
<PAGE> 16
Section 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code"); and (iii) amounts contributed by the Company to the Company's
Supplemental Executive Retirement Plan (the "SERP").
<TABLE>
<CAPTION>
EMPLOYEE
MANAGEMENT SAVINGS AND
SECURITY INVESTMENT SERP
PLAN PLAN CONTRIBUTION
NAME ($) ($) ($)
---- ---------- ----------- ------------
<S> <C> <C> <C>
Robert W. Decherd......................................... $15,724 $4,911 $ 60,638
Ward L. Huey, Jr.......................................... $19,861 $5,280 $178,769
Burl Osborne.............................................. $20,087 $5,280 $180,456
Michael J. McCarthy....................................... $ 9,465 $5,280 $ 41,740
James M. Moroney.......................................... -- $4,907 $ 28,437
</TABLE>
(5) This amount represents a bonus earned in Mr. Moroney's capacity as the
President of the Company's Television Group prior to July 1998 with respect
to the Company's television subsidiaries which met their financial
performance levels for 1998.
OPTIONS/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
plans. The stock options described below were awarded under the Company's 1995
Executive Compensation Plan (the "1995 Plan"). During 1998, 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 1998 to the Senior Executives:
<TABLE>
<CAPTION>
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED
UNDERLYING 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....................... 200,000 10.81% $17.75 12/16/08 $1,282,280
Ward L. Huey, Jr........................ 140,000 7.56% $17.75 12/16/08 $ 897,596
Burl Osborne............................ 120,000 6.48% $17.75 12/16/08 $ 769,368
Michael J. McCarthy..................... 50,000 2.70% $17.75 12/16/08 $ 320,570
James M. Moroney........................ 50,000 2.70% $17.75 12/16/08 $ 320,570
</TABLE>
- ---------------
(1) 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; see "Compensation Pursuant to Certain
Retirement Plans -- Pension Plan" on page 16 for the definition of Change in
Control), 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 permits 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 the payment of
taxes due upon exercise of an option with shares of Common Stock that are
held by the optionee or shares of Common Stock issued upon the exercise of
an option granted under the 1995 Plan.
(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 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
a Senior Executive may realize, if any, will depend on the excess of the
market price on the date of exercise over the exercise price. The values
listed above were based on the following assumptions: volatility (measured
as the annualized standard deviation of the sample, as determined from the
past 20 quarters, ending with the third quarter of 1998) -- .2102; risk free
rate of return -- 4.87%; dividend yield -- 1.259%; time of exercise -- 10
years; and discount for risk of forfeiture -- 3%.
14
<PAGE> 17
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 1998 by the Senior Executives 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
AT FY-END AT FY-END
SHARES ACQUIRED (#)(2) ($)(3)
ON EXERCISE VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (#) ($)(1) UNEXERCISABLE UNEXERCISABLE
---- --------------- -------------- ------------- -------------
<S> <C> <C> <C> <C>
Robert W. Decherd...................... 121,712(4) $1,329,087 147,950/ $ 156,122/
628,000 $ 1,067,500
Ward L. Huey, Jr....................... -- -- 401,600/ $1,529,441/
456,700 $ 823,156
Burl Osborne........................... -- -- 404,120/ $1,938,042/
415,760 $ 765,100
Michael J. McCarthy.................... -- -- 161,180/ $ 803,935/
163,720 $ 309,313
James M. Moroney....................... -- -- 124,236/ $ 411,164/
93,440 $ 139,563
</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 Senior Executive: Mr.
Decherd -- 147,950 shares; Mr. Huey -- 256,300 shares; Mr. Osborne --
211,440 shares; Mr. McCarthy -- 79,480 shares; and Mr. Moroney -- 90,960
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 $19.9375 of the Company's Series A shares on
the NYSE on December 31, 1998, less the exercise price of the options.
(4) Of the total 121,712 shares of the Company's Common Stock that were acquired
by Mr. Decherd upon the exercise of stock options, 94,260 were Series A
shares and 27,452 were Series B shares. All of the acquired shares were held
by Mr. Decherd and not sold.
15
<PAGE> 18
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 Senior Executive 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............... $ 20,593 $ 30,889 $ 41,186 $ 51,482 $ 61,779 $ 72,075 $ 80,325
$250,000............... $ 35,093 $ 52,639 $ 70,186 $ 87,732 $105,279 $122,825 $124,127
$350,000............... $ 49,593 $ 74,389 $ 99,186 $123,982 $124,127 $124,127 $124,127
$450,000............... $ 64,093 $ 96,139 $124,127 $124,127 $124,127 $124,127 $124,127
$550,000............... $ 78,593 $117,889 $124,127 $124,127 $124,127 $124,127 $124,127
$650,000............... $ 93,093 $124,127 $124,127 $124,127 $124,127 $124,127 $124,127
$750,000............... $107,593 $124,127 $124,127 $124,127 $124,127 $124,127 $124,127
$850,000 or above...... $122,093 $124,127 $124,127 $124,127 $124,127 $124,127 $124,127
</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
$130,000. 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 1998 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 Company's 401(k)
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, 1998, the Senior Executives have
credited years of service under the plan as follows: Mr. Decherd -- 25 years;
Mr. Huey -- 38 years; Mr. Osborne -- 18 years; Mr. McCarthy -- 13 years; and Mr.
Moroney -- 20 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 13, except that such covered compensation was
capped at $160,000 for all participants in 1998.
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),
approval or consummation of certain mergers, sales, exchanges, or dispositions
of the Company's assets, or
16
<PAGE> 19
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 four of the five Senior Executives 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 100% of
the participant's salary at the date the participant elected to participate in
the plan, payable for the first year after death, and then 50% of the
participant's salary for the next nine years thereafter or until the participant
would have reached age 65 (whichever is longer). If the participant survives to
year 65, then such amounts will be paid out over 10 years after retirement.
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 the Senior Executives
participating in the plan are as follows: Mr. Decherd -- $384,586; Mr.
Huey -- $120,007; Mr. Osborne -- $74,227; and Mr. McCarthy -- $104,250. Amounts
contributed to the Management Security Plan by the Company on behalf of the
Senior Executives for 1998 are set forth in footnote (4) to the Summary
Compensation Table on page 13 above.
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
Senior Executives. 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, Company contributions to the 401(k)
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 19-21 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 pages 16 and 17 above. See also footnote (4) to the Summary
Compensation Table on page 13 above for the amounts contributed to the SERP by
the Company on behalf of the Senior Executives for 1998.) 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.
COMPENSATION OF DIRECTORS
Non-employee directors receive an annual compensation package valued at
$85,000. One-half of this amount is paid in stock options for Series B shares
(relying on the Black-Scholes option pricing model on the date of grant), with
exercise prices equal to the closing price of Series A shares on the date of
grant. Directors elect in advance to receive all or a portion of the remaining
amount in additional stock options for Series B shares or in cash. Non-employee
directors who serve as committee chairs receive an additional $5,000 in cash. No
additional fee is paid to non-employee directors for attendance at regularly
scheduled Board and committee meetings; attendance at special meetings of the
Board and special committee meetings is
17
<PAGE> 20
compensated at $1,250 per meeting ($2,500 for a committee chair). Directors who
are employees of the Company do not receive separate compensation for Board
service. (See footnote 1 to the Summary Compensation Table on page 13.)
CERTAIN TRANSACTIONS
The Company, through its subsidiaries Texas Cable News, Inc. and The Dallas
Morning News, Inc., has entered into agreements with a subsidiary of Austin
Industries, Inc. relating to new construction and renovations at the primary
business sites of each of these two subsidiaries. These agreements provide for
aggregate payments of approximately $9,552,000 for such services, of which
approximately $7,327,000 was incurred by the Company's subsidiaries during the
year ended December 31, 1998. William T. Solomon, a director of the Company, is
Chairman and Chief Executive Officer of Austin Industries, Inc.. The Company
believes that the above-described agreements were on terms as favorable as would
have been received from independent third parties.
On August 1, 1998, the Company entered into a three-year lease with The
Tetra Group, Inc., pursuant to which The Tetra Group, Inc. leased approximately
2,900 square feet of office space from the Company at an annual rental rate of
$38,821. Hugh G. Robinson, a director of the Company, is Chairman and Chief
Executive Officer of The Tetra Group, Inc.. The Company believes that the
above-described lease was on terms as favorable as would have been received from
an independent third party.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities (collectively, the
"Reporting Persons"), to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and to furnish the Company with copies of
these reports. Based on information provided to the Company by the Reporting
Persons, the Company believes that all filings required to be made by the
Reporting Persons during the fiscal year ended December 31, 1998 were made on a
timely basis, except for the reporting on a Form 4 of a transaction by John W.
Bassett, Jr. in February 1998 which was filed three days late.
18
<PAGE> 21
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. 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 13
(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
and in the Summary Compensation Table on page 13 include base salary and bonus
opportunities awarded with respect to 1998, which were established by the
Committee in December 1997, and option awards granted in December 1998.
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 utilizes 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 22 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 1998 were set
at levels approximating the target percentile of the special cut survey aimed
for by the Committee.
19
<PAGE> 22
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. Because the Company's financial
performance during 1998 did not achieve the minimum performance level determined
by the Committee, with the exception of James M. Moroney, none of the Senior
Executives set forth in the Summary Compensation Table on page 13 received
bonuses for 1998. Mr. Moroney received a bonus for 1998 in the amount of
$23,843, which was earned in his capacity as the President of the Company's
Television Group prior to July 1998, with respect to television subsidiaries
which met their financial performance target levels for 1998.
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 determining levels of long-term incentive awards for participants,
the Committee attempts to estimate the present value of these awards, assuming
the Company's growth approximates media industry norms, and making use of the
Black-Scholes Option Pricing Model. However, in determining stock option awards
for 1998, the Committee used additional criteria and placed less reliance on the
Black-Scholes model valuations, in light of the decline in the Company's stock
price during the months preceding the stock option grant date. Additional
criteria used by the Committee included the number of stock options granted to
each participant during the previous year, the level of responsibility of each
participant and such person's past and potential contribution toward the
Company's performance. The number of options awarded each ECP participant
(including the Senior Executives) in 1998 was less than would have been awarded
using the Black-Scholes model alone.
Stock Options. A total of 560,000 options for the Company's Series B shares
were granted to Senior Executives in 1998 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 14.) 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 two separate two-for-one stock splits, each
paid in the form of a dividend on each outstanding share of the Company's Common
Stock in June 1995 and in June 1998, respectively).
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 15 for the amounts
20
<PAGE> 23
realized by the Senior Executives from option exercises in 1998 and the
estimated unrealized value of unexercised options held by such persons as of
December 31, 1998.)
CEO COMPENSATION
Mr. Decherd is a participant in the ECP. In December 1998, the Committee
awarded Mr. Decherd stock options for 200,000 Series B shares. This amount
reflects the assessment described above that was used by the Committee in
evaluating stock option awards for 1998. Mr. Decherd's base salary was
established at a level generally corresponding to the compensation level aimed
for by the Committee. Mr. Decherd's 1998 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 target financial performance
levels established by the Committee with respect to 1998, Mr. Decherd did not
receive a bonus with respect to 1998.
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.
Respectfully submitted,
COMPENSATION COMMITTEE
John W. Bassett, Jr.
Judith L. Craven
J. McDonald Williams, Chairman
21
<PAGE> 24
PERFORMANCE GRAPH
The following graph compares the annual cumulative total shareholder return
on an investment of $100 on December 31, 1993 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. Last year, the Company's peer group included 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 "Pre-1999 Peer Group"). The
current peer group (the "1999 Peer Group") differs from the Pre-1999 Peer Group
in that it has been expanded to include Hearst-Argyle Television, Inc., a
company that competes in one of the Company's two primary lines of business. For
comparison purposes, the graph shows the results of both the Pre-1999 Peer Group
and the 1999 Peer Group. The Company is not included in the calculations of peer
group cumulative total shareholder return on investment.
[PERFORMANCE GRAPH]
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, 1998 (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 THE CORPORATE SECRETARY AT P.O. BOX 655237,
DALLAS, TEXAS 75265-5237.
22
<PAGE> 25
INDEPENDENT AUDITORS
Ernst & Young LLP, independent auditors, served as independent auditors for
the Company for the fiscal year ended December 31, 1998, 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
A shareholder who intends to introduce a proposal for consideration at the
Company's year 2000 Annual Meeting may seek to have that proposal and a
statement in support of the proposal included in the Company's Proxy Statement
if the proposal relates to a subject that is permitted under SEC Rule 14a-8.
Additionally, in order to be eligible for inclusion in the Company's Proxy
Statement, the shareholder must submit the proposal and supporting statement to
the Company not later than December 5, 1999 and must satisfy the other
requirements of Rule 14a-8.
A shareholder may otherwise propose business for consideration or nominate
persons for election to the Board of Directors, in compliance with federal proxy
rules, applicable state law and other legal requirements and without seeking to
have the proposal included in the Company's Proxy Statement pursuant to Rule
14a-8. The Company's Amended and Restated Bylaws provide that any such proposals
or nominations must be submitted to the Company between February 12, 2000 and
March 12, 2000 in order to be considered at the Company's year 2000 Annual
Meeting and must satisfy the other requirements with respect to such proposals
or nominations contained in the Company's Bylaws. If the shareholder does not
also comply with the requirements of SEC Rule 14a-4, the Company may exercise
discretionary voting authority under proxies it solicits to vote on any such
proposal or nomination made by a shareholder.
Copies of the Company's Amended and Restated Bylaws and SEC Rules 14a-4 and
14a-8 may be obtained by contacting the Corporate Secretary at P.O. Box 655237,
Dallas, Texas 75265-5237, or by telephone at (214) 977-6606.
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
MARIAN SPITZBERG
Secretary
Dated: April 1, 1999
23
<PAGE> 26
4350-PS-99
<PAGE> 27
WELLS FARGO BANK (TEXAS), N.A.
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
12, 1999 (the "Annual Meeting"). The Annual Meeting will be for the purpose of
electing Class I Directors ("Proposal 1") and any other matter that may properly
come before the meeting or any adjournment thereof. 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 Wells Fargo Bank (Texas), 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. 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 6, 1999, 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.
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 6, 1999. The Trustee cannot ensure 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 6, 1999,
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> 28
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 numbers between 8:00 a.m. and 5:00 p.m.
Central Time, Monday through Friday:
(800) 716-6817 Ext. 16 (Texas Residents Only)
(800) 568-6245 Ext. 1661
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 1, 1999
WELLS FARGO BANK (TEXAS), N.A.
as Trustee of the
A. H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
4350-TL-99
<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
- --------------------------------------------------------------------------------
PROXY
[BELO LOGO]
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 19,
1999, you may instruct the Trustee how to vote shares at the Annual Meeting of
Shareholders to be held on May 12, 1999. Your instructions to the Trustee will
be held in strict confidence and will be made available only to the inspectors
of the 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 6, 1999, 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 I Directors.
WELLS FARGO BANK (TEXAS), N.A.
TRUSTEE
- ------------- -------------
SEE REVERSE (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE) SEE REVERSE
SIDE SIDE
- ------------- -------------
<PAGE> 30
DETACH HERE
- -------------------------------------------------------------------------------
[ X ] Please mark
votes as in
this example.
Wells Fargo Bank (Texas), 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 I Directors (Term expires 2002).
Nominees: John W. Bassett, Jr., Robert W. Decherd, Burl Osborne,
and J. McDonald Williams.
[ ] FOR [ ] WITHHOLD
ALL AUTHORITY
NOMINEES FROM ALL
NOMINEES
[ ]
--------------------------------------
For all nominees except as noted above
2. 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 Wells Fargo Bank (Texas), 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. Wells Fargo Bank (Texas),
N.A. has appointed Boston EquiServe as Agent to tally the votes.
Signature: Date:
---------------------------- -------------------------
Signature: Date:
---------------------------- -------------------------
<PAGE> 31
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
- --------------------------------------------------------------------------------
PROXY
[BELO LOGO]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
A.H. BELO CORPORATION
The undersigned hereby appoints Robert W. Decherd and Michael J. McCarthy,
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 19, 1999, at the Annual Meeting of
Shareholders to be held on May 12, 1999, 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.
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
- ----------- -----------
<PAGE> 32
DETACH HERE
- --------------------------------------------------------------------------------
Please Mark
[X] 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.
1. Election of the following nominees as Class I Directors
(Term expires 2002).
NOMINEES: John W. Bassett, Jr., Robert W. Decherd, Burl Osborne,
and J. McDonald Williams.
FOR WITHHOLD
[ ] ALL [ ] AUTHORITY
NOMINEES FROM ALL NOMINEES
[ ]
---------------------------------------
For all nominees except as noted above
2. 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.
Please sign exactly as your 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.
Signature: Date: Signature: Date:
-------------------- ------ ------------------ ------
