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

A. H. BELO CORPORATION

Delaware (State or other jurisdiction of incorporation)		1-33741 (Commission File Number)		38-3765318 (I.R.S. Employer Identification No.)

P. O. Box 224866 Dallas, Texas (Address of principal executive offices)		75222-4866 (Zip Code)

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01. Entry into a Material Definitive Agreement.

On March 31, 2009, the Compensation Committee of the Company’s Board of Directors ratified an amendment to the A. H. Belo Savings Plan (the “Savings Plan”) that makes the employer matching contributions discretionary under the plan. The Compensation Committee suspended all matching contributions indefinitely effective for payroll periods beginning on or about April 3, 2009. In addition, the Compensation Committee approved an additional amendment to the Savings Plan that adds a subsidiary employer under the plan.

The Savings Plan as initially adopted is Exhibit 10.4 to the Company’s Form 8-K filed February 12, 2008 and the First Amendment to the Savings Plan dated September 23, 2008 is Exhibit 10.2(1)(A) to the Company’s Quarterly Report on Form 10-Q filed November 14, 2008. The amendments effecting the changes disclosed above are Exhibits 10.1 and 10.2 to this Form 8-K and are incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In January 2008, the Company adopted the A. H. Belo Change in Control Severance Plan (the “Change in Control Plan”) that provides for severance benefits for its executive officers and other designated participants in the event of a change in control of the Company and a termination of employment under specified circumstances. Benefits under the Change in Control Plan are calculated based on multiples of compensation, referred to as “severance multiples,” for designated participants.

On March 31, 2009, the Board of Directors approved an amendment to the Change in Control Plan, effective as of December 31, 2008, reducing the benefits potentially payable to participants under the Change in Control Plan by reducing the “severance multiple” for the Chief Executive Officer from 3.0 to 2.0 and the “severance multiple” for the Company’s other executive officers from 2.5 to 1.5. As amended, the Change in Control Plan remains in full force and effect. The Change in Control Plan as initially adopted is filed as Exhibit 10.7 to the Company’s Form 8-K filed February 12, 2008. The Change in Control Plan amendment effecting these changes is filed as Exhibit 10.3 to this Form 8-K and is incorporated herein by reference.

On March 31, 2009, the Compensation Committee approved amendments to the Company’s two pension transition benefit plans, the A. H. Belo Pension Transition Supplement Plan and the A. H. Belo Pension Transition Supplement Restoration Plan, to permit the suspension of Company contributions under these plans in respect of participants’ 2009 compensation. This means that no pension transition supplement payments will be made in 2010. This change does not affect the 2009 payment in respect of 2008 compensation that will be made later in 2009. The A. H. Belo Pension Transition Supplement Restoration Plan as initially adopted is filed as Exhibit 10.6 to the Company’s Form 8-K filed February 12, 2008. The amendment to the A. H. Belo Pension Transition Supplement Restoration Plan is filed as Exhibit 10.4 to this Form 8-K and is incorporated herein by reference.

Finally, in connection with the Company’s cost reduction initiatives in response to continued revenue challenges, the Compensation Committee approved a 20% reduction of its Chief Executive Officer’s annual base salary from $600,000 to $480,000. In addition, the Board approved a 15% reduction in the Company’s other executive officer annual base salaries. The executive officer’s annual base salaries will be as follows: Jim Moroney, Executive Vice President, Publisher and CEO, The Dallas Morning News — $467,500; Donald (Skip) Cass, Executive Vice President — $395,250; Ali Engel, Senior Vice President/Chief Financial Officer — $267,750; and Dan Blizzard, Senior Vice President — $204,000. These changes are effective immediately.

Item 8.01. Other Events.

On April 2, 2009, the Company issued a press release announcing various cost-saving measures, including the previously-announced suspension of employer matching contributions under the Savings Plan as well as the reduction of the severance multiples under the Change in Control Plan, the suspension of the 2009 pension transition supplement contributions, and the salary reductions of its executive officers. The press release and the Letter to Colleagues referenced therein are furnished as Exhibits 99.1 and 99.2, respectively, hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1		Second Amendment to the A. H. Belo Savings Plan effective March 27, 2009.
10.2		Third Amendment to the A. H. Belo Savings Plan dated March 31, 2009
10.3		Amendment to the A. H. Belo Change in Control Severance Plan dated March 31, 2009.
10.4		First Amendment to the A. H. Belo Pension Transition Supplement Restoration Plan dated March 31, 2009.
99.1		Press Release dated April 2, 2009.
99.2		Letter to Colleagues dated April 2, 2009.

Signatures

     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.

EXHIBIT INDEX

10.1		Second Amendment to the A. H. Belo Savings Plan effective March 27, 2009
10.2		Third Amendment to the A. H. Belo Savings Plan dated March 31, 2009
10.3		Amendment to the A. H. Belo Change in Control Severance Plan dated March 31, 2009
10.4		First Amendment to the A. H. Belo Pension Transition Supplement Restoration Plan dated March 31, 2009
99.1		Press Release dated April 2, 2009
99.2		Letter to Colleagues dated April 2, 2009

Exhibit 10.1

SECOND AMENDMENT
TO THE
A. H. BELO SAVINGS PLAN

     A. H. Belo Corporation, a Delaware corporation, pursuant to authorization by the Compensation Committee of the Board of Directors, adopts the following amendments to the A. H. Belo Savings Plan (the “Plan”).

     1. Section 3.1(c) of the Plan (“Catch-Up Deferral Contributions”) is amended by the addition of the following provision thereto:

The Plan will not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, solely because of such catch-up Deferral Contributions.

2. Section 3.4 of the Plan is amended in its entirety to read as follows:

     3.4 Participating Employer Matching Contributions. The provisions of this Section 3.4 will apply to only those Participants who have satisfied the eligibility requirements of Section 2.1(b). For Plan Years beginning before January 1, 2009, and for the period beginning on January 1, 2009, and ending on a Participant’s last pay date prior to April 4, 2009, the Participating Employers will pay to the Trustee as a matching contribution for each payroll period an amount equal to (i) 100% of each Participant’s Deferral Contributions for the payroll period to the extent that such Deferral Contributions do not exceed 1% of the Participant’s Compensation for the payroll period and (ii) 70% of each Participant’s Deferral Contributions for the payroll period to the extent that such Deferral Contributions exceed 1% of the Participant’s Compensation but do not exceed 6% of the Participant’s Compensation for the payroll period. For periods beginning after a Participant’s last pay date prior to April 4, 2009, the Participating Employers may pay to the Trustee a discretionary matching contribution. The amount of such discretionary matching contribution, if any, will be determined by the Compensation Committee of the Board of Directors of the Company.

          For purposes of this Section 3.4, Deferral Contributions include catch-up Deferral Contributions described in Section 3.1(c). Participating Employer matching contributions will be subject to the contribution percentage limitation set forth in Section 11.5.

     3. Section 5.3 of the Plan is amended in its entirety to read as follows:

     5.3 Limitation on Allocations. Article 11 sets forth certain rules under Code sections 401(k), 401(m) and 415 that limit the amount of contributions and forfeitures that may be allocated to a Participant’s Accounts for a Plan Year.

     4. Section 6.1(c) of the Plan (“Accelerated Vesting”) is amended by replacing the reference to “Section 6.3” contained therein with “Section 6.3 or Section 11.4(e).”

     5. Section 6.4 of the Plan (“Application of Forfeited Amounts”) is amended by replacing the first reference to “this Article” contained therein with “this Article or Section 11.4(e).”

     6. Section 11.2(c) of the Plan (“Deferral Percentage”) is amended by the addition of the following provision thereto:

In addition, if the Matching Contributions to the Plan for any Plan Year satisfy the requirements of Code section 401(k)(2)(B) and (C), a Participant’s Deferral Percentage will be determined by aggregating the Deferral Contributions and the Matching Contributions made to the Plan on his behalf for such Plan Year, unless such aggregation is prohibited in regulations prescribed by the Secretary of the Treasury. A Participant is eligible to make Deferral Contributions for purposes of determining his Deferral Percentage even though he does not make Deferral Contributions because of the suspension of his Deferral Contributions under the terms of the Plan, because of an election not to participate, or because of the limitations contained in Section 11.3 of the Plan. A Deferral Contribution will be taken into account for a Plan Year only if (i) the allocation of such contribution is not contingent on participation in the Plan or the performance of services after the Plan Year, (ii) such contribution is paid to the Trustee within 12 months after the end of the Plan Year, and (iii) such contribution relates to Compensation that either would have been received by the Participant in the Plan Year, or that is attributable to services performed during the Plan Year and that would have been received within two and one-half months after the Plan Year, but for the election to defer. Deferral Contributions that are taken into account in the Average Contribution Percentage Test described in Section 11.5(a) of the Plan will be excluded from the Deferral Percentage (provided the Actual Deferral Percentage Test described in Section 11.4(a) of the Plan is satisfied both with and without exclusion of such Deferral Contributions).

     7. Section 11.2 of the Plan (“Definitions Used in this Article”) is further amended by the addition of the following provisions thereto:

     (m) Average Contribution Percentage means the average of the Contribution Percentages of each Participant in a group of Participants.

     (n) Contribution Percentage means the ratio (expressed as a percentage) determined by dividing the Matching Contributions made to the Plan on behalf of a Participant who is eligible to receive an allocation of Matching Contributions for a Plan Year (but only to the extent such Matching Contributions are not taken into account in determining the Participant’s Deferral Percentage for the Plan Year) by the Participant’s Compensation for the Plan Year. A Participant is eligible to receive an allocation of

Matching Contributions for purposes of determining his Contribution Percentage even though no Matching Contributions are made to the Plan on his behalf because of the suspension of his Deferral Contributions under the terms of the Plan, because of an election not to participate, or because of the limitations contained in Section 11.3 of the Plan. Deferral Contributions may also be included in the Contribution Percentages used to satisfy the Average Contribution Percentage Test described in Section 11.5(a) of the Plan, provided that the Average Deferral Percentage Test described in Section 11.4(a) of the Plan is met before such Deferral Contributions are included in the Average Contribution Percentage Test and continues to be met following the exclusion of such Deferral Contributions.

     (o) Matching Contribution means the Participating Employer matching contribution made to the Plan on behalf of a Participant pursuant to Article 3.

     8. The first paragraph of Section 11.4 of the Plan (“Limitation on Deferral Contributions”) is amended in its entirety to read as follows:

     The limitations of this Section 11.4 will apply to Participants for Plan Years beginning on or after January 1, 2009.

     9. The first paragraph of Section 11.4(c) of the Plan (“Reduction of Excess Deferral Contributions”) is amended by the addition of the following sentence thereto:

Matching Contributions made with respect to a Participant’s excess Deferral Contributions will be forfeited and applied as provided in Section 6.4.

     10. Section 11.4(c) of the Plan is further amended by deleting the phrase “and for the period between the end of the Plan Year and the date of distribution” from the second paragraph thereof.

     11. Section 11.4(d) of the Plan (“Determination of Earnings and Losses”) is amended by deleting the second sentence thereof.

     12. Section 11.4(e) of the Plan (“Testing Procedures”) is amended in its entirety to read as follows:

     (e) Discriminatory Matching Contributions. If the allocation of Matching Contributions to a Participant’s Matching Contribution Account results in a discriminatory matching contribution (as determined under Code sections 401(a)(4) or 401(m) and the regulations thereunder) for such Participant because the Matching Contribution relates to a Deferral Contribution that exceeds the limitations described in Section 3.3 or this Section 11.4, or because of any other reason, and such discriminatory matching contribution cannot be distributed as an excess Matching Contribution pursuant to Section 11.5, such discriminatory matching contribution, or the portion thereof that

results in prohibited discrimination, will be forfeited notwithstanding any other provision of the Plan to the contrary.

     13. Article 11 of the Plan (“Limitations on Contributions and Allocations to Participants’ Accounts”) is further amended by the addition of new Sections 11.5 and 11.6 thereto to read as follows:

     11.5 Limitation on Matching Contributions. The limitations of this Section 11.5 will apply to Participants for Plan Years beginning on or after January 1, 2009.

          (a) Average Contribution Percentage Test. Notwithstanding any other provision of the Plan, the Average Contribution Percentage for a Plan Year for Participants who are Highly Compensated Employees will not exceed the greater of: (i) the Average Contribution Percentage for Participants who are Nonhighly Compensated Employees multiplied by 1.25; or (ii) the lesser of (A) the Average Contribution Percentage for Participants who are Nonhighly Compensated Employees plus two percentage points or (B) the Average Contribution Percentage for Participants who are Nonhighly Compensated Employees multiplied by 2.0.

          (b) Suspension of Matching Contributions. If at any time during a Plan Year the Committee determines, on the basis of estimates made from information then available, that the limitation described in subsection (a) above will not be met for the Plan Year, the Committee in its discretion may reduce or suspend the Matching Contributions of one or more Participants who are Highly Compensated Employees to the extent necessary (i) to enable the Plan to meet such limitation or (ii) to reduce the amount of Excess Matching Contributions that would otherwise be forfeited or distributed pursuant to subsection (c) below.

          (c) Reduction of Excess Matching Contributions. If for any Plan Year the Average Contribution Percentage for Participants who are Highly Compensated Employees exceeds the limitation described in Section 11.5(a) above, the dollar amount of excess Matching Contributions will be forfeited (if forfeitable) or distributed (if not forfeitable) to the Highly Compensated Employees on the basis of the respective portions of the excess Matching Contributions attributable to each such Highly Compensated Employee until the aggregate amount of excess Matching Contributions has been forfeited or distributed. For purposes of this subsection, excess Matching Contributions means, for a Plan Year, the excess of (i) the aggregate amount of Matching Contributions actually made on behalf of Highly Compensated Employees for the Plan Year, over (ii) the maximum amount of such contributions permitted for such Plan Year under Section 11.5(a) (determined by reducing Matching Contributions made on behalf of Highly Compensated Employees in order of the Contribution Percentages beginning with the highest of such percentages). Such excess Matching Contributions will be forfeited or distributed on the basis of the dollar amount of Matching Contributions for each such Participant (as hereinafter provided) until the aggregate amount of excess Matching Contributions has been forfeited or distributed. The Matching Contributions of the Highly Compensated Employee with the highest dollar amount of Matching

Contributions will be reduced first by the amount required to cause that Participant’s Matching Contributions to equal the dollar amount of the Matching Contributions of the Highly Compensated Employee with the next highest dollar amount, and this process will be repeated until the total amount of excess Matching Contributions has been forfeited or distributed. Upon forfeiture or distribution of the total excess Matching Contributions in this manner, the Plan will be treated as satisfying the limitations of subsection (a) above.

          All distributions under this subsection will be increased by Trust Fund earnings and decreased by Trust Fund losses for the Plan Year and will be made within two and one-half months following the close of the Plan Year, if practicable, but in no event later than the last day of the immediately following Plan Year.

          (d) Determination of Earnings and Losses. The earnings and losses of the Trust Fund for the Plan Year allocable to the portion of a Participant’s Matching Contributions that are forfeited pursuant to Section 11.4 or distributed pursuant to subsection (c) above will be determined by multiplying the Trust Fund earnings or losses for the Plan Year allocable to the Participant’s Matching Contribution Account by a fraction, the numerator of which is the amount of Matching Contributions to be distributed or forfeited and the denominator of which is the balance of the Participant’s Matching Contribution Account on the last day of the Plan Year, reduced by the earnings and increased by the losses allocable to such Account for the Plan Year.

     11.6 Aggregation and Disaggregation Rules.

          (a) Code Section 415. For purposes of the allocation limitations under Code section 415 set forth in this Article, (i) all Defined Benefit Plans ever maintained by a Controlled Group Member will be treated as one Defined Benefit Plan, and all Defined Contribution Plans ever maintained by a Controlled Group Member will be treated as one Defined Contribution Plan, and (ii) Controlled Group Members will be determined in accordance with the 50% control rule of Code section 415(h).

          (b) Code Section 401(k). For purposes of the limitation on Deferral Contributions set forth in this Article, the Average Deferral Percentage for any Participant who is a Highly Compensated Employee for the Plan Year and who is eligible to have deferral contributions allocated to his account under two or more plans or arrangements described in Code section 401(k) that are maintained by the Company or any Controlled Group Member will be determined as if all such deferral contributions were made under a single arrangement (unless such plans or arrangements may not be permissively aggregated under applicable regulations). Plans that are aggregated for purposes of satisfying the minimum coverage rules of Code section 410(b) (other than for purposes of the average benefits percentage test) will be treated as a single plan for such purposes. For purposes of the limitation on Deferral Contributions set forth in this Article, the aggregation and disaggregation of plans will be determined under the rules of Code section 401(k) and the regulations thereunder.

          (c) Code Section 401(m). The Contribution Percentage of a Participant who is a Highly Compensated Employee for a Plan Year and who is eligible

to make voluntary employee contributions or receive deferral contributions or matching employer contributions allocated to his account under two or more Defined Contribution Plans maintained by the Company or a Controlled Group Member will be determined as if all such contributions were made to a single plan (unless such plans may not be permissively aggregated under applicable regulations). Plans that are aggregated for purposes of satisfying the minimum coverage rules of Code section 410(b) (other than for purposes of the average benefits percentage test) will be treated as a single plan for such purposes. For purposes of the limitation on Matching Contributions set forth in this Article, the aggregation and disaggregation of plans will be determined under the rules of Code section 401(m) and the regulations thereunder.

          (d) Testing Procedures. In applying the limitations set forth in Sections 11.4 and 11.5, the Committee may, at its option, utilize such testing procedures as may be permitted under Code sections 401(a)(4), 401(k), 401(m) or 410(b), including without limitation (i) aggregation of the Plan with one or more other qualified plans maintained by a Controlled Group Member or disaggregation of the Plan into component plans, (ii) inclusion of qualified matching contributions, qualified nonelective contributions or elective deferrals made to plans of other Controlled Group Members, (iii) exclusion of all Employees (other than Highly Compensated Employees) who have not met the minimum age and service requirements of Code section 410(a)(1)(A), or (iv) any permissible combination thereof.

14. The foregoing amendments will be effective March 27, 2009.

Executed at Dallas, Texas, this 31st day of March, 2009.

EXHIBIT 10.2

THIRD AMENDMENT
TO THE
A. H. BELO SAVINGS PLAN

     A. H. Belo Corporation, a Delaware corporation, pursuant to authorization by the Compensation Committee of the Board of Directors, adopts the following amendments to the A. H. Belo Savings Plan (the “Plan”).

     1. Appendix A of the Plan (“Participating Employers”) is amended by adding the following entity thereto:

Belo Technology Assets, Inc.

     Executed at Dallas, Texas, this 31^st day of March, 2009.

Exhibit 10.3

AMENDMENT TO THE
A. H. BELO CORPORATION
CHANGE IN CONTROL SEVERANCE PLAN

     A. H. Belo Corporation, pursuant to authorization of the Board of Directors, adopts the following amendment to the A. H. Belo Corporation Change in Control Severance Plan (the “Plan”).

1.

Section 2(q) of the Plan (“Severance Multiple”) is amended by the addition of the following provision thereto:

Effective December 31, 2008, the Severance Multiple will be 2.0 for the Chief Executive Officer and 1.5 for all other Participants.

2.

Schedule A to the Plan is amended in its entirety to read as follows:

				SEVERANCE
POSITION		TIER		MULTIPLE
Chief Executive Officer		Tier I			2.0
Members of the Company’s Management Committee (other than the Chief Executive Officer)		Tier II			1.5
Executive Vice Presidents and Senior Vice Presidents (other than Management Committee members)		Tier III			1.5
Vice Presidents (not described in Tier II or Tier III)		Tier IV			1.5

3.

The foregoing amendments will be effective as of December 31, 2008.

     Executed at Dallas, Texas, this 31st day of March, 2009.

Exhibit 10.4

FIRST AMENDMENT
TO THE
A. H. BELO
PENSION TRANSITION SUPPLEMENT
RESTORATION PLAN

     A. H. Belo Corporation, a Delaware corporation, pursuant to authorization by the Compensation Committee of the Board of Directors, adopts the following amendment to the A. H. Belo Pension Transition Supplement Restoration Plan (the “Plan”).

     1. Section 4(a) of the Plan (“Amount of Benefit”) is amended by the addition of a new subparagraph (iii) thereto to read as follows:

     (iii) Notwithstanding the foregoing, effective for Plan Years beginning on or after January 1, 2009, Restoration Benefits will be discontinued until such time, if any, that the crediting of Restoration Benefits is resumed by the Company in the Company’s sole discretion.

     2. The amendment described above will be effective as of the date this First Amendment to the Plan is adopted.

     Executed at Dallas, Texas, this 31st day of March, 2009.

Exhibit 99.1

FOR IMMEDIATE RELEASE
Thursday, April 2, 2009
7:00 A.M. CST

NEWSPAPER PUBLISHER A. H. BELO CORPORATION ANNOUNCES
COST SAVINGS INITIATIVES AND PLAN AMENDMENTS

     DALLAS — Newspaper publisher A. H. Belo Corporation (NYSE: AHC) released a “Letter to Colleagues” today from Robert W. Decherd, chairman, president and Chief Executive Officer. The letter outlines additional steps the Company is taking to reduce costs in response to continued revenue challenges. These actions include salary reductions for certain employees and the suspension of the A. H. Belo Pension Transition Supplement Plan contribution for 2009. A copy of the letter is posted on the Company’s website (www.ahbelo.com) in the Investor Relations section.

     Additionally, A. H. Belo announced today that its Board of Directors has approved the Company’s previously-announced suspension of the A. H. Belo Savings Plan employer matching contribution and adopted an amendment to the A. H. Belo Change in Control Severance Plan to reduce the severance multiple for the Chief Executive Officer and all other designated participants.

About A. H. Belo Corporation

     A. H. Belo Corporation (NYSE: AHC), headquartered in Dallas, Texas, is a distinguished newspaper publishing and local news and information company that owns and operates four daily newspapers and a diverse group of Web sites. A. H. Belo publishes The Dallas Morning News, Texas’ leading newspaper and winner of eight Pulitzer Prizes since 1986; The Providence Journal, the oldest continuously-published daily newspaper in the U.S. and winner of four Pulitzer Prizes; The Press-Enterprise

-more-

Page Two

(Riverside, CA), serving southern California’s Inland Empire region and winner of one Pulitzer Prize; and the Denton Record-Chronicle. The Company publishes various specialty publications targeting niche audiences, and its partnerships and/or investments include the Yahoo! Newspaper Consortium and Classified Ventures, owner of cars.com. A. H. Belo also owns direct mail and commercial printing businesses. Additional information is available at www.ahbelo.com or by contacting Alison K. Engel, senior vice president/Chief Financial Officer, at 214-977-2248.

Statements in this communication concerning A. H. Belo Corporation’s (the “Company’s”) business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends, capital expenditures, investments, 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, uncertainties and factors include, but are not limited to, changes in capital market conditions and prospects, and other factors such as changes in advertising demand, interest rates, and newsprint prices; newspaper circulation trends and other circulation matters, including changes in readership patterns and demography, and audits and related actions by the Audit Bureau of Circulations; challenges in achieving expense reduction goals, and on schedule, and the resulting potential effects on operations; technological changes; development of Internet commerce; industry cycles; changes in pricing or other actions by competitors and suppliers; regulatory, tax and legal changes; adoption of new accounting standards or changes in existing accounting standards by the Financial Accounting Standards Board or other accounting standard-setting bodies or authorities; the effects of Company acquisitions, dispositions, co-owned ventures, and investments; general economic conditions; significant armed conflict; and other factors beyond our control, as well as other risks described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

Exhibit 99.2

A. H. Belo Corporation

Robert W. Decherd
Chairman of the Board
President
Chief Executive Officer

April 2, 2009

Dear Colleagues:

Since I last communicated with you in late January, the challenges A. H. Belo and our industry are facing have intensified — reflecting one of the most trying advertising environments our industry has ever encountered. We have made significant progress implementing the cost reduction initiatives I described in my January 30 letter, and the Company-wide reduction in force is nearing completion. Identifying additional opportunities to manage cash remains our first priority, and we are making salary changes similar to those recently announced by many of our peer newspaper companies.

On Tuesday, the Board of Directors approved my recommendation to reduce my base salary by 20 percent and the base salaries of other Management Committee members by 15 percent, effective immediately. In addition, all full-time employees making more than $25,000 per year will have reductions in base salary as follows:

Base Salary		% Reduction
$25,000 and under		0 %
$25,001 - $74,999		2.5 %
$75,000 - $102,499		5.0 %
$102,500 - $149,999		7.5 %
$150,000 - $225,000		10 %
Over $225,000		15 %

These changes will be effective starting in the payroll cycles on or near May 1. The annual savings represented by these reductions exceed $10 million. We will ask employees who are covered by collective bargaining agreements to voluntarily lower their salaries by the levels described above.

If you are notified prior to June 30, 2009 that you will be impacted by the reduction in force currently underway, your severance will be calculated at your current base salary as of today’s date.

Our hope is to restore most or all of these cuts for impacted employees at some time in the future, as business conditions permit. To cushion the impact of the wage cuts, all impacted employees will receive three additional personal days per calendar year, effective at the time of the salary reductions.

Continued . . .

AHC Colleagues
Page Two
April 2, 2009

For participants in the G. B. Dealey Retirement Pension Plan, the Company intends to fund the Pension Transition Supplement Plan (PTS) contribution for 2008 no later than October 15, 2009. The PTS Plan contribution will be suspended for 2009. The funding for the calendar year 2009 contribution that would normally be made in 2010 will not be made, preserving approximately $6 million in cash next year. A detailed explanation of the PTS Plan changes will be mailed to all participants within the next week.

These decisions are not taken lightly and all are made with a focus toward maintaining A. H. Belo’s ability to be the leading provider of local news, information and advertising in the markets it serves. The cost-reduction initiatives we have implemented have real consequences and everyone is affected in some way. As conditions improve — which they inevitably will — we expect to look back at these steps as being painful but necessary for the long-term prosperity of our great Company. What we do everyday is special. I thank you for the sacrifices and ongoing contributions all of you are making every day. You are being asked to do much at a time when our audiences and advertisers are looking to us to help make sense of an environment that is challenging individuals and organizations well beyond our own.

I will communicate with you again soon.

RWD/jam