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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): November 10, 2010
A. H. BELO CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-33741
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38-3765318 |
(State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
of incorporation)
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Identification No.) |
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P. O. Box 224866
Dallas, Texas
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75222-4866 |
(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (214) 977-8200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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5.02 |
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. |
(b) Effective November 10, 2010, Douglas G. Carlston resigned from the Board of Directors of A. H.
Belo Corporation. Mr. Carlston has served on the Companys board since December 2007. As a Class
I director, his term was to expire on the date of the Companys 2012 annual meeting of
shareholders. A copy of the press release announcing Mr. Carlstons resignation as a director is
furnished with this report as Exhibit 99.1.
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9.01 |
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Financial Statements and Exhibits |
(d) Exhibits.
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99.1 |
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Press Release dated November 11, 2010. |
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.
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Date: November 11, 2010 |
A. H. BELO CORPORATION
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By: |
/s/ Daniel J. Blizzard
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Daniel J. Blizzard |
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Senior Vice President and Secretary |
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EXHIBIT INDEX
99.1 |
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Press Release dated November 11, 2010 |
exv99w1
Exhibit 99.1
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FOR IMMEDIATE RELEASE |
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Thursday, November 11, 2010 |
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7:00 A.M. CST |
Newspaper Publisher A. H. Belo Corporation Announces
Resignation of Director Douglas G. Carlston
DALLAS Newspaper publisher A. H. Belo Corporation (NYSE: AHC) today announced that Douglas
G. Carlston, a Class I Director of the Company since December 2007, resigned at the conclusion of
yesterdays meeting of the Board of Directors. Carlstons term was due to expire at the Companys
annual meeting of shareholders in 2012.
Carlston joined Belo Corp.s Board of Directors in July 2007 and subsequently became a
director of A. H. Belo Corporation when Belo Corp. spun off its newspapers in February 2008.
Carlston said, It has been a high privilege to serve on the board of one of Americas great
media companies. Changes in my personal situation make frequent absences from home more difficult,
and I need to alter my outside business commitments accordingly. I leave knowing that A. H. Belo
is in good hands and that the Company will continue its impressive rebound from the economic
doldrums which affected all U. S. newspapers in 2008 and 2009.
Robert W. Decherd, chairman, president and Chief Executive Officer, said, Dougs counsel on
matters related to the rapidly changing competitive environment for media companies, particularly
in digital forms, has contributed greatly to our strategic, financial and operational successes
over the past three years. We will miss Dougs active participation but fully understand and
support his desire to devote more time to his family.
Carlston has been chairman of the Compensation Committee of the Board of Directors
since the Companys spin-off from Belo Corp.,
and will be
succeeded in that role by Ronald D. McCray.
-more-
P.O. Box 224866 Dallas, Texas 75222-4866 Tel. 214.977.8200 Fax 214.977.8201
www.ahbelo.com Deliveries: 400 South Record Street Dallas, Texas 75202-4806
Newspaper Publisher A. H. Belo Corporation Announces
Resignation of Director Douglas G. Carlston
November 11, 2010
Page Two
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 nine 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 (Riverside, CA), serving southern Californias 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 David A. Gross, vice president/Investor Relations and Strategic
Analysis, at 214-977-4810.
Statements in this communication concerning A. H. Belo Corporations (the Companys) business
outlook or future economic performance, anticipated profitability, revenues, expenses, dividends,
capital expenditures, investments, impairments, pension plan contributions, real estate sales,
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 and newsprint
prices; newspaper circulation trends and other circulation matters, including changes in readership
methods, 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; pension plan
matters; general economic conditions and changes in interest rates; significant armed conflict; and
other factors beyond our control, as well as other risks described in the Companys Annual Report
on Form 10-K for the year ended December 31, 2009, and other public disclosures and filings with
the Securities and Exchange Commission.
P.O. Box 224866 Dallas, Texas 75222-4866 Tel. 214.977.8200 Fax 214.977.8201
www.ahbelo.com Deliveries: 400 South Record Street Dallas, Texas 75202-4806