<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 2000.
REGISTRATION NO. 333-
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
A. H. BELO CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
DELAWARE 75-0135890
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
</TABLE>
<TABLE>
<S> <C>
P. O. BOX 655237
DALLAS, TEXAS 75265
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
---------------------
BELO 2000 EXECUTIVE COMPENSATION PLAN
(Full Title of the Plan)
---------------------
GUY KERR
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
A. H. BELO CORPORATION
P. O. BOX 655237
DALLAS, TEXAS 75265
(Name and Address of Agent for Service)
(214) 977-6606
(Telephone Number, Including Area Code, of Agent for Service)
---------------------
Copy to:
VAN M. JOLAS
LOCKE LIDDELL & SAPP LLP
2200 ROSS AVENUE, SUITE 2200
DALLAS, TEXAS 75201
(214) 740-8000
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OFFERING PRICE PER AGGREGATE OFFERING
TITLE OF SECURITIES REGISTRATION
TO BE REGISTERED
AMOUNT TO BE REGISTERED(1) SHARE(2) PRICE(2) FEE(2)
----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Series A Common Stock,
$1.67 par value(1)....... An aggregate of
---------------------------
Series B Common Stock, 20,000,000 shares $18.09375 $180,937,500 $47,768
$1.67 par value(1).......
----------------------------------------------------------------------------------------------------------------------------
Preferred Share Purchase
Rights................... (3) (3) (3) (3)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Shares of Series A Common Stock and Series B Common Stock are identical
except that Series B shares are entitled to ten votes per share on all
matters submitted to shareholders while Series A shares are entitled to one
vote per share. Transferability of the Series B shares is limited to family
members and affiliated entities of the holder. Series B shares are
convertible at any time on a one-for-one basis into Series A shares, and
upon a transfer other than as described above Series B shares automatically
convert into Series A shares. The amount registered includes up to
10,000,000 shares of Series A Common Stock reserved for issuance solely upon
conversion of the Series B shares registered hereby.
(2) Estimated solely for the purpose of calculating the registration fee. This
fee was calculated pursuant to Rule 457(h) and (i) under the Securities Act
of 1933, as amended, on the basis of the average of the high and low prices
for the Series A Common Stock on the New York Stock Exchange on July 28,
2000.
(3) There are hereby registered Preferred Share Purchase Rights ("Rights"),
which Rights (i) are related to shares of Series A Common Stock in the ratio
of one Right to one share, (ii) are not evidenced by separate certificates
and (iii) may not be transferred except upon transfer of the related shares
of Series A Common Stock. The value attributable to the Rights is reflected
in the market value of the related shares of Series A Common Stock, and,
therefore, the inclusion of the Rights does not increase the proposed
maximum offering price under this Registration Statement. Consequently, no
additional registration fee is payable for the registration of the Rights.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The information specified by Item 1 of Part I of Form S-8 is omitted from
this filing in accordance with the provisions of Rule 428 under the Securities
Act of 1933, as amended, and the introductory note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The information specified by Item 2 of Part I of Form S-8 is omitted from
this filing in accordance with the provisions of Rule 428 under the Securities
Act of 1933, as amended, and the introductory note to Part I of Form S-8.
I-1
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents set forth below are hereby incorporated by reference in this
Registration Statement. All documents subsequently filed by A. H. Belo
Corporation (the "Company") pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters the securities offered hereby
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof commencing on the respective
dates on which such documents are filed. Any statement contained in a document
incorporated or deemed to be incorporated by reference in this Registration
Statement shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document which also is
or is deemed to be incorporated by reference in this Registration Statement
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as such statement is so modified or superceded.
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 (the "1999 Form 10-K").
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000.
(3) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Annual Report
referred to in (1) above.
(4) The description of the Company's Series A Common Stock and Series
B Common Stock contained in the Company's Form 8-B Registration Statement
dated August 10, 1987 and filed with the Securities and Exchange Commission
(the "Commission"), and all amendments thereto and reports which have been
filed with Commission for the purpose of updating such description,
including, without limitation, the 1999 Form 10-K.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Members of the law firm of Locke Liddell & Sapp LLP, other than attorneys
involved in the preparation of this Registration Statement, own or have an
indirect interest in Common Stock of the Company the fair market value of which
exceeds $50,000.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law, the Company's
Certificate of Incorporation, as amended, contains a provision eliminating the
monetary liability of a director for breach of fiduciary duty, subject to
certain exceptions. The provision does not eliminate a director's liability for
(i) breaches of the director's duty of loyalty to the Company or its
shareholders, (ii) acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law, (iii) the payment of unlawful
dividends or unlawful stock repurchases or redemptions, or (iv) any transaction
from which the director derived an improper personal benefit. Furthermore, the
provision does not limit equitable remedies, such as an injunction or rescission
for breach of a director's fiduciary duty of care.
The Delaware General Corporation Law permits, and in some cases requires, a
corporation to indemnify directors and officers who are or have been a party or
are threatened to be made a party to
II-1
<PAGE> 4
litigation against certain expenses, judgments, fines, settlements, and other
amounts under certain circumstances.
Article XI of the Company's Amended and Restated Bylaws provides for
indemnification of and advancement of expenses to directors, officers,
employees, and agents to the fullest extent authorized or permitted by the
Delaware General Corporation Law. The Amended and Restated Bylaws also provide
specific authorization for the Company to purchase officers' and directors'
liability insurance.
The Company has in force an officers' and directors' liability insurance
policy insuring, up to specified amounts and with specified exceptions,
directors and officers and former directors and officers of the Company and its
subsidiaries against damages, judgments, settlements and costs for which they
are not indemnified by the Company that any such persons may become legally
obligated to pay on account of claims made against them for any error,
misstatement or misleading statement, act or omission, or neglect or breach of
duty committed, attempted or allegedly committed or attempted by such persons in
the discharge of their duties to the Company in their capacities as directors or
officers, or any matter claimed against them solely by reason of their serving
in such capacities. The officers' and directors' liability insurance policy also
insures the Company, up to specified amounts and with specified exceptions,
against any indemnification payments made by the Company to directors and
officers and former directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
4.1 -- Certificate of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the 1999 Form 10-K).
4.2 -- Certificate of Correction of Certificate of Incorporation
dated May 13, 1987 (incorporated by reference to Exhibit
3.2 to the 1999 Form 10-K).
4.3 -- Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company dated April
16, 1987 (incorporated by reference to Exhibit 3.3 to the
1999 Form 10-K).
4.4 -- Certificate of Amendment of Certificate of Incorporation
of the Company dated May 4, 1988 (incorporated by
reference to Exhibit 3.4 to the 1999 Form 10-K).
4.5 -- Certificate of Amendment of Certificate of Incorporation
of the Company dated May 3, 1995 (incorporated by
reference to Exhibit 3.5 to the 1999 Form 10-K).
4.6 -- Certificate of Amendment of Certificate of Incorporation
of the Company dated May 15, 1998 (incorporated by
reference to Exhibit 3.6 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June
30, 1998).
4.7 -- Amended Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company dated May 4,
1988 (incorporated by reference to Exhibit 3.7 to the
1999 Form 10-K).
4.8 -- Certificate of Designation of Series B Common Stock of
the Company dated May 4, 1988 (incorporated by reference
to Exhibit 3.8 to the 1999 Form 10-K).
4.9 -- Amended and Restated Bylaws of the Company, effective
February 10, 2000 (incorporated by reference to Exhibit
3.9 to the 1999 Form 10-K).
4.10 -- Specimen Form of Certificate representing shares of the
Company's Series A Common Stock (incorporated by
reference to Exhibit 4.2 to the Company's Annual Report
on Form 10-K dated March 18, 1998 (the "1997 Form
10-K")).
</TABLE>
II-2
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
4.11 -- Specimen Form of Certificate representing shares of the
Company's Series B Common Stock (incorporated by
reference to Exhibit 4.3 to the 1997 Form 10-K).
4.12 -- Amended and Restated Form of Rights Agreement as of
February 28, 1996 between the Company and Chemical Mellon
Shareholder Services, L.L.C., a New York banking
corporation (incorporated by reference to Exhibit 4.4 to
the 1999 Form 10-K).
4.13 -- Supplement No. 1 to Amended and Restated Rights Agreement
between the Company and The First National Bank of Boston
dated as of November 11, 1996 (incorporated by reference
to Exhibit 4.5 to the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1996).
4.14 -- Instruments defining rights of debt securities:
(1) Indenture dated as of June 1, 1997 between the Company
and The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit 4.6(1) to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June
30, 1997 (the "2nd Quarter 1997 Form 10-Q"))
(2) (a) $200 million 6 7/8% Senior Note due 2002
(incorporated by reference to Exhibit 4.6(2)(a) to the
2nd Quarter 1997 Form 10-Q)
(b) $50 million 6 7/8% Senior Note due 2002 (incorporated by
reference to Exhibit 4.6(2)(b) to the 2nd Quarter 1997
Form 10-Q)
(3) (a) $200 million 7 1/8% Senior Note due 2007
(incorporated by reference to Exhibit 4.6(3)(a) to the
2nd Quarter 1997 Form 10-Q)
(b) $100 million 7 1/8% Senior Note due 2007 (incorporated
by reference to Exhibit 4.6(3)(b) to the 2nd Quarter 1997
Form 10-Q)
(4) $200 million 7 3/4% Senior Debenture due 2027
(incorporated by reference to Exhibit 4.6(4) to the 2nd
Quarter 1997 Form 10-Q)
(5) Officer's Certificate dated June 13, 1997 establishing
terms of debt securities pursuant to Section 3.1 of the
Indenture (incorporated by reference to Exhibit 4.6(5)
to the 2nd Quarter 1997 Form 10-Q)
(6) (a) $200 million 7 1/4% Senior Debenture due 2027
(incorporated by reference to Exhibit 4.6(6)(a) to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1997 (the "3rd
Quarter 1997 Form 10-Q"))
(b) $50 million 7 1/4% Senior Debenture due 2027
(incorporated by reference to Exhibit 4.6(6)(b) to the
3rd Quarter 1997 Form 10-Q)
(7) Officer's Certificate dated September 26, 1997
establishing terms of debt securities pursuant to Section
3.1 of the Indenture (incorporated by reference to
Exhibit 4.6(7) to the 3rd Quarter 1997 Form 10-Q)
4.15 -- Belo 2000 Executive Compensation Plan.
5.1 -- Opinion of Locke Liddell & Sapp LLP.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Locke Liddell & Sapp LLP (included in opinion
filed as Exhibit 5.1).
24 -- Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
II-3
<PAGE> 6
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Act,
each filing of the Company's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
II-4
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert W. Decherd, Michael J. McCarthy and Guy
Kerr, each of them or any of them, as his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, to execute in the name and on behalf of such person, in any and
all capacities, any or all amendments (including post-effective amendments) to
this Registration Statement now or hereafter filed by or on behalf of A. H. Belo
Corporation (the "Company") covering securities issued or issuable under or in
connection with the Company's 2000 Executive Compensation Plan (as now or
hereafter amended) and to file the same, with all exhibits thereto, and other
documents required in connection therewith, with the Securities and Exchange
Commission and any state or other securities authority, granting unto said
attorneys-in-fact and agents, and each of them or any of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and each of them or any one of them, or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 28th day of July,
2000.
A. H. BELO CORPORATION
By: /s/ GUY KERR
-----------------------
Guy Kerr
Senior Vice President,
General Counsel and
Secretary
II-5
<PAGE> 8
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ ROBERT W. DECHERD Chairman of the Board, President July 28, 2000
----------------------------------------------------- and Chief Executive Officer
Robert W. Decherd
/s/ WARD L. HUEY, JR. Vice Chairman of the Board and July 28, 2000
----------------------------------------------------- President/Broadcast Division
Ward L. Huey, Jr.
/s/ BURL OSBORNE Director, President/Publishing July 28, 2000
----------------------------------------------------- Division and Publisher/The
Burl Osborne Dallas Morning News
/s/ JOHN W. BASSETT, JR. Director July 28, 2000
-----------------------------------------------------
John W. Bassett, Jr.
/s/ HENRY P. BECTON, JR. Director July 28, 2000
-----------------------------------------------------
Henry P. Becton, Jr.
/s/ JUDITH L. CRAVEN, M.D., M.P.H. Director July 28, 2000
-----------------------------------------------------
Judith L. Craven, M.D., M.P.H.
/s/ ROGER A. ENRICO Director July 28, 2000
-----------------------------------------------------
Roger A. Enrico
/s/ STEPHEN HAMBLETT Director July 28, 2000
-----------------------------------------------------
Stephen Hamblett
/s/ DEALEY D. HERNDON Director July 28, 2000
-----------------------------------------------------
Dealey D. Herndon
/s/ LAURENCE E. HIRSCH Director July 28, 2000
-----------------------------------------------------
Laurence E. Hirsch
/s/ ARTURO MADRID, Ph.D. Director July 28, 2000
-----------------------------------------------------
Arturo Madrid, Ph.D.
/s/ HUGH G. ROBINSON Director July 28, 2000
-----------------------------------------------------
Hugh G. Robinson
/s/ WILLIAM T. SOLOMON Director July 28, 2000
-----------------------------------------------------
William T. Solomon
/s/ J. MCDONALD WILLIAMS Director July 28, 2000
-----------------------------------------------------
J. McDonald Williams
/s/ DUNIA A. SHIVE Senior Vice President/Chief July 28, 2000
----------------------------------------------------- Financial Officer
Dunia A. Shive
</TABLE>
II-6
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
4.1 -- Certificate of Incorporation of the Company (incorporated
by reference to Exhibit 3.1 to the 1999 Form 10-K).
4.2 -- Certificate of Correction of Certificate of Incorporation
dated May 13, 1987 (incorporated by reference to Exhibit
3.2 to the 1999 Form 10-K).
4.3 -- Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company dated April
16, 1987 (incorporated by reference to Exhibit 3.3 to the
1999 Form 10-K).
4.4 -- Certificate of Amendment of Certificate of Incorporation
of the Company dated May 4, 1988 (incorporated by
reference to Exhibit 3.4 to the 1999 Form 10-K).
4.5 -- Certificate of Amendment of Certificate of Incorporation
of the Company dated May 3, 1995 (incorporated by
reference to Exhibit 3.5 to the 1999 Form 10-K).
4.6 -- Certificate of Amendment of Certificate of Incorporation
of the Company dated May 15, 1998 (incorporated by
reference to Exhibit 3.6 to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June
30, 1998).
4.7 -- Amended Certificate of Designation of Series A Junior
Participating Preferred Stock of the Company dated May 4,
1988 (incorporated by reference to Exhibit 3.7 to the
1999 Form 10-K).
4.8 -- Certificate of Designation of Series B Common Stock of
the Company dated May 4, 1988 (incorporated by reference
to Exhibit 3.8 to the 1999 Form 10-K).
4.9 -- Amended and Restated Bylaws of the Company, effective
February 10, 2000 (incorporated by reference to Exhibit
3.9 to the 1999 Form 10-K).
4.10 -- Specimen Form of Certificate representing shares of the
Company's Series A Common Stock (incorporated by
reference to Exhibit 4.2 to the Company's Annual Report
on Form 10-K dated March 18, 1998 (the "1997 Form
10-K")).
4.11 -- Specimen Form of Certificate representing shares of the
Company's Series B Common Stock (incorporated by
reference to Exhibit 4.3 to the 1997 Form 10-K).
4.12 -- Amended and Restated Form of Rights Agreement as of
February 28, 1996 between the Company and Chemical Mellon
Shareholder Services, L.L.C., a New York banking
corporation (incorporated by reference to Exhibit 4.4 to
the 1999 Form 10-K).
4.13 -- Supplement No. 1 to Amended and Restated Rights Agreement
between the Company and The First National Bank of Boston
dated as of November 11, 1996 (incorporated by reference
to Exhibit 4.5 to the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1996).
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
4.14 -- Instruments defining rights of debt securities:
(1) Indenture dated as of June 1, 1997 between the Company
and The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit 4.6(1) to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June
30, 1997 (the "2nd Quarter 1997 Form 10-Q"))
(2) (a) $200 million 6 7/8% Senior Note due 2002
(incorporated by reference to Exhibit 4.6(2)(a) to the
2nd Quarter 1997 Form 10-Q)
(b) $50 million 6 7/8% Senior Note due 2002 (incorporated by
reference to Exhibit 4.6(2)(b) to the 2nd Quarter 1997
Form 10-Q)
(3) (a) $200 million 7 1/8% Senior Note due 2007
(incorporated by reference to Exhibit 4.6(3)(a) to the
2nd Quarter 1997 Form 10-Q)
(b) $100 million 7 1/8% Senior Note due 2007 (incorporated
by reference to Exhibit 4.6(3)(b) to the 2nd Quarter 1997
Form 10-Q)
(4) $200 million 7 3/4% Senior Debenture due 2027
(incorporated by reference to Exhibit 4.6(4) to the 2nd
Quarter 1997 Form 10-Q)
(5) Officer's Certificate dated June 13, 1997 establishing
terms of debt securities pursuant to Section 3.1 of the
Indenture (incorporated by reference to Exhibit 4.6(5)
to the 2nd Quarter 1997 Form 10-Q)
(6) (a) $200 million 7 1/4% Senior Debenture due 2027
(incorporated by reference to Exhibit 4.6(6)(a) to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1997 (the "3rd
Quarter 1997 Form 10-Q"))
(b) $50 million 7 1/4% Senior Debenture due 2027
(incorporated by reference to Exhibit 4.6(6)(b) to the
3rd Quarter 1997 Form 10-Q)
(7) Officer's Certificate dated September 26, 1997
establishing terms of debt securities pursuant to Section
3.1 of the Indenture (incorporated by reference to
Exhibit 4.6(7) to the 3rd Quarter 1997 Form 10-Q)
4.15 -- Belo 2000 Executive Compensation Plan.
5.1 -- Opinion of Locke Liddell & Sapp LLP.
23.1 -- Consent of Ernst & Young LLP.
23.2 -- Consent of Locke Liddell & Sapp LLP (included in opinion
filed as Exhibit 5.1).
24 -- Power of Attorney (included on the signature page of this
Registration Statement).
</TABLE>
