UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 9, 2019
A. H. Belo Corporation
(Exact name of registrant as specified in its charter)
Commission file number: 1-33741
| Texas | 38-3765318 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| P. O. Box 224866, Dallas, Texas 75222-4866 | (214) 977-8222 | |
| (Address of principal executive offices, including zip code) | (Registrant’s telephone number, including area code) | |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
| Series A Common Stock, $.01 par value | AHC | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
On December 9, 2019, Robert W. Decherd, A. H. Belo Corporation’s Chairman of the Board, President and Chief Executive Officer, purchased shares of Series A and Series B Common Stock of A. H. Belo Corporation (the “Company”) in several transactions from the Company’s current director and former Chairman of the Board, President and Chief Executive Officer, James M. Moroney III, and entities affiliated with, and family members of, Mr. Moroney. The aggregate number of shares purchased by Mr. Decherd is 266,244 Series A shares at a price of $4.00 per share and 454,155 Series B shares at a price of $5.00 per share. With these purchases, Mr. Decherd beneficially owns, directly or indirectly, approximately 1.6% of the Series A Common Stock and 86.5% of the Series B Common Stock, or 11.4% of the combined Series A and Series B Common Stock, which represents approximately 49.6% of the combined Series A and Series B voting power of the Company. A copy of the press release announcing these transactions is attached to this Current Report as Exhibit 99.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Press Release issued by A. H. Belo Corporation on December 10, 2019 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| A. H. BELO CORPORATION | ||||||
| Date: December 10, 2019 | By: | /s/ Christine E. Larkin | ||||
| Christine E. Larkin | ||||||
| Senior Vice President/General Counsel & Corporate Secretary | ||||||
EXHIBIT INDEX
Exhibit No. 99.1 Press Release issued by A. H. Belo Corporation on December 10, 2019
Exhibit 99.1
A. H. Belo Corporation
A. H. Belo Corporation Announces Robert Decherd Stock Purchase
DALLAS - A. H. Belo Corporation (NYSE: AHC) announced today that Jim Moroney, a director and former Chief Executive Officer of the Company, has sold a substantial portion of his holdings of A. H. Belo Series A and Series B Common Stock to Robert W. Decherd, the Company’s Chairman of the Board and Chief Executive Officer in several transactions. These transactions include Series A and Series B holdings of the Jim and Lynn Moroney Family Foundation, Moroney Family Belo LLC, Moroney Venture Capital LP, and Moroney Preservation Limited, in addition to purchases from other Moroney family members.
About A. H. Belo Corporation
A. H. Belo Corporation is the leading local news and information publishing company in Texas. The Company has commercial printing, distribution and direct mail capabilities, as well as a presence in emerging media and digital marketing. While focusing on extending the Company’s media platforms, A. H. Belo delivers news and information in innovative ways to a broad range of audiences with diverse interests and lifestyles. For additional information, visit www.ahbelo.com or email invest@ahbelo.com.
Statements in this communication concerning A. H. Belo Corporation’s business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends, capital expenditures, investments, dispositions, impairments, business initiatives, acquisitions, pension plan contributions and obligations, real estate sales, working capital, future financings and other financial and non-financial items that are not historical facts, are “forward-looking statements” as the term is defined under applicable federal securities laws. Forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those statements. Such risks, trends and uncertainties are, in most instances, beyond the Company’s control, and include changes in advertising demand and other economic conditions; consumers’ tastes; newsprint prices; program costs; labor relations; technology obsolescence; as well as other risks described in the Company’s Annual Report on Form 10-K and in the Company’s other public disclosures and filings with the Securities and Exchange Commission. Forward-looking statements, which are as of the date of this filing, are not updated to reflect events or circumstances after the date of the statement.