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): October 23, 2008
A. H. BELO CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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1-33741
(Commission File Number)
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38-3765318
(I.R.S. Employer
Identification No.) |
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P. O. Box 224866
Dallas, Texas
(Address of principal executive offices)
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75222-4866
(Zip Code) |
Registrant’s 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:
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 October 23, 2008, A. H. Belo Corporation entered into the First Amendment and Waiver to its
Credit Agreement dated as of February 4, 2008 with JPMorgan Chase Bank, N.A., J.P. Morgan
Securities Inc., Banc of America Securities LLC, Bank of America, N.A. and certain other lenders
party thereto (the “Credit Agreement”). Among other matters, the amendment to the Credit Agreement
reduces the total commitment amount from $100 million to
$50 million; sets pricing at LIBOR plus a spread of 250 basis points; waives compliance with the
fixed charge coverage ratio covenant through January 31, 2009, restricts the payment of cash
dividends during the waiver period, and provides the lenders with a security interest in the
Company’s and its material subsidiaries’ accounts
receivable and inventory. The amendment does not apply to the dividend declared on September 24, 2008 to be paid on November 10, 2008.
The full text of the First Amendment and Waiver is filed as Exhibit 10.1 hereto and is incorporated
herein by reference. A copy of the press release announcing the entry into this Credit Facility
amendment and waiver is posted on the Company’s Web site (www.ahbelo.com) in the Investor Relations
section, and a copy of the press release is furnished with this report as Exhibit 99.1.
Item 8.01 Other Events.
On October 24, 2008, A. H. Belo Corporation's Chief Executive Officer, Robert Decherd, sent a
letter to shareholders that is posted on the Company’s Web site (www.ahbelo.com) in the Investor
Relations section. Mr. Decherd also sent a letter to employees of A.H. Belo. These letters outline the challenges that A.H. Belo faces, and initiatives being undertaken in response to those challenges. Copies of the shareholder letter and the employee letter are furnished with this report as Exhibits 99.2 and 99.3, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 First Amendment and Waiver to the Credit Agreement dated as of
October 23, 2008
99.1 A. H. Belo Corporation Press Release dated October 24, 2008
99.2 A. H. Belo Corporation Shareholder Letter dated October 24, 2008
99.3 A. H. Belo Corporation Employee Letter dated October 24, 2008