UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 30, 2009
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
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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P. O. Box 224866
Dallas, Texas
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75222-4866 |
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(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))
Explanatory Note
A. H. Belo Corporation is filing this Amendment No. 1 (the “Amendment”) to our current report
on Form 8-K as filed on April 2, 2009 (the “Original Report”) to amend and restate Item 4.01
Changes in Registrant’s Certifying Accountant. This Amendment is being filed in response to a
comment letter dated April 3, 2009 from the Securities and Exchange Commission (“SEC”). This
Amendment confirms that the Company’s former independent registered public accounting firm has been
dismissed.
Item 4.01. Changes in Registrant’s Certifying Accountant.
(a) and (b) Changes in Independent Registered Public Accounting Firm
On March 4, 2009, the Audit Committee of the Board of Directors of A. H. Belo Corporation approved
the engagement of KPMG LLP as the Company’s independent registered public accounting firm for the
year ending December 31, 2009, subject to KPMG’s completion of its client acceptance process. On
March 30, 2009, KPMG informed the Company that it completed this process. Attached as Exhibit 99.1
is the Company’s press release announcing the KPMG engagement.
During the years ended December 31, 2007 and December 31, 2008 and through March 30, 2009, neither
the Company nor anyone on its behalf has consulted KPMG with respect to either (i) the application
of accounting principles to a specified transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Company’s financial statements, and neither a written
report nor oral advice was provided to the Company that KPMG concluded was an important factor
considered by the Company in reaching a decision as to any accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or
a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
In connection with the selection of KPMG, the Audit Committee dismissed Ernst & Young LLP as the
Company’s independent registered public accounting firm effective as of March 31, 2009. The
reports of Ernst & Young LLP (“Ernst & Young”) on the Company’s financial statements for the years
ended December 31, 2007 and December 31, 2008 did not contain an adverse opinion or a disclaimer of
an opinion, and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
In connection with the audits of the years ended December 31, 2007 and December 31, 2008 and
through March 31, 2009, there were (1) no disagreements (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Ernst & Young on
any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young, would have
caused Ernst & Young to make reference to the subject matter of the disagreements
in its reports on the financial statements of such years; and (2) no events of the type listed in
paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Ernst & Young with a copy of the above disclosures, and has requested
Ernst & Young to furnish the Company with a letter addressed to the SEC stating whether or not it
agrees with the statements made above. A copy of Ernst & Young’s letter dated April 7, 2009 is
attached as Exhibit 16.1 to this Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 16.1 |
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Letter from Ernst & Young to the Securities and Exchange Commission
dated April 7, 2009 |
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| 99.1 |
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Press Release dated April 2, 2009 |