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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
Belo Corp.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(l) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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[BELO LOGO]
P. O. Box 655237
Dallas, Texas 75265-5237
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 9, 2001
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To the Shareholders of BELO CORP.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Annual
Meeting") of Belo Corp., a Delaware corporation (the "Company"), will be held in
the Dallas Museum of Art Auditorium, 1717 North Harwood Street, Dallas, Texas,
on WEDNESDAY, MAY 9, 2001, AT 9:30 A.M., Dallas, Texas time, for the following
purposes:
1. To elect three Class III directors to hold office for a term of
three years or until their respective successors are elected and qualified;
and
2. To transact such other business as properly may come before the
Annual Meeting or any adjournment thereof.
The close of business on March 15, 2001 has been fixed by the Board of
Directors of the Company as the record date for the Annual Meeting. Only
shareholders of record on that date will be entitled to notice of and to vote at
the Annual Meeting or any adjournment thereof, notwithstanding transfer of any
stock on the books of the Company after such record date. The stock transfer
books will not be closed.
A Proxy Statement, form of proxy, and copy of the Annual Report on the
Company's operations during the fiscal year ended December 31, 2000 accompany
this notice.
It is important that your shares be represented at the Annual Meeting. If
you do not expect to attend in person, you may vote your shares by a toll-free
telephone number or the Internet or you may sign and date the form of proxy and
return it in the enclosed envelope. THE FORM OF PROXY IS ENCLOSED AS A SEPARATE
INSERT WITHIN THE MAILING ENVELOPE IN WHICH THIS PROXY STATEMENT IS CONTAINED.
Instructions regarding all three methods of voting are contained on the form of
proxy. Shareholders who attend the Annual Meeting may revoke their proxies and
vote in person if they desire.
By Order of the Board of Directors
GUY H. KERR
Secretary
March 30, 2001
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[BELO LOGO]
P.O. Box 655237
Dallas, Texas 75265-5237
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 9, 2001
SOLICITATION OF PROXIES
This Proxy Statement is furnished to shareholders of Belo Corp., a Delaware
corporation (the "Company"), in connection with the solicitation of proxies by
the Board of Directors to be voted at the Annual Meeting of Shareholders of the
Company (the "Annual Meeting") to be held in the Dallas Museum of Art
Auditorium, 1717 North Harwood Street, Dallas, Texas, on WEDNESDAY, MAY 9, 2001,
AT 9:30 A.M., Dallas, Texas time, or at any adjournment thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.
References herein to the "Company" include its subsidiaries, unless the context
otherwise requires.
This Proxy Statement and form of proxy are being mailed to shareholders on
or about March 30, 2001. Shareholders of record may vote in person or by proxy
in writing, by telephone or through the Internet. If a shareholder votes by
proxy (including a telephone or Internet vote), the proxy may be revoked by the
shareholder at any time prior to the Annual Meeting by filing with the Secretary
of the Company a written revocation or a duly executed written proxy bearing a
later date or submitting a new proxy by telephone or the Internet. A shareholder
who attends the Annual Meeting in person may revoke his or her proxy at that
time and vote in person if so desired. All proxies duly signed, dated, and
returned will be voted as specified therein and all proxies submitted by
telephone or the Internet will be voted as specified, but unless otherwise
specified, will be deemed to grant authority to vote:
(1) FOR the election of the three nominees listed under "Election of
Directors" as nominees of the Company for election as Class III directors,
for a three-year term; and
(2) At the discretion of the persons named in the enclosed form of
proxy, on any other matter that properly may come before the Annual Meeting
or any adjournment thereof.
The enclosed proxy is solicited by and on behalf of the Board of Directors
of the Company. The Company is unaware of any additional matters not set forth
in the Notice of Annual Meeting of Shareholders that will be presented for
consideration at the Annual Meeting. If any other matters are properly brought
before the Annual Meeting and presented for a vote of the shareholders (see
"Shareholder Proposals" herein), the persons named in the proxy will have the
discretion to vote your shares.
The cost of solicitation of proxies will be borne by the Company. The
Company has engaged Morrow & Co., Inc. to solicit proxies from beneficial owners
of shares held in the name of brokers and other nominees. The Company has agreed
to pay Morrow & Co., Inc. a fee of $6,000 and the amount of its expenses for
such service. In addition to the use of the mails, proxies may also be solicited
by personal interview, facsimile transmission or other electronic means, and
telephone by directors, officers, employees, and agents of the Company. The
Company will also supply brokers, nominees, or other custodians with the
required number of proxy forms, Proxy Statements, and Annual Reports for
forwarding to beneficial owners, and the Company will reimburse such persons for
their expense in so doing.
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OUTSTANDING CAPITAL STOCK AND STOCK OWNERSHIP OF
DIRECTORS, CERTAIN EXECUTIVE OFFICERS
AND PRINCIPAL SHAREHOLDERS
The record date for the determination of the shareholders entitled to
notice of and to vote at the Annual Meeting has been established by the Board of
Directors as the close of business on March 15, 2001. As of the record date, the
Company had issued and outstanding and entitled to vote at the Annual Meeting
90,671,048 shares of Series A Common Stock, par value $1.67 per share ("Series A
shares"), and 18,843,273 shares of Series B Common Stock, par value $1.67 per
share ("Series B shares"). The Series A shares and Series B shares together are
referred to herein as the "Common Stock." For a description of the voting rights
of the Series A shares and Series B shares, see "Quorum and Voting" herein.
The following table sets forth information, as of December 31, 2000,
regarding the beneficial ownership of the Company's Common Stock by certain of
the Company's executive officers, by its directors and nominees, by all of its
directors and executive officers as a group, and by each person known by
management of the Company to own more than five percent of the outstanding
shares of Common Stock of the Company.
SHARES OF COMMON STOCK BENEFICIALLY OWNED
AND PERCENTAGE OF OUTSTANDING SHARES AS OF
DECEMBER 31, 2000(1)
---------------------------------------------
NAME AND ADDRESS OF PERCENT OF
INDIVIDUAL OR GROUP SERIES A SERIES B CLASS(2)
------------------- ------------- -------------- ----------
Robert W. Decherd(3)*+........................ 1,720,305(4) 6,361,384(5) 7.3%
P.O. Box 655237
Dallas, Texas 75265
Ward L. Huey, Jr.*+........................... 286,172(6) 953,000(7) 1.1%
P.O. Box 655237
Dallas, Texas 75265
Burl Osborne*+................................ 284,096(8) 472,567(9) ***
P.O. Box 655237
Dallas, Texas 75265
Michael J. McCarthy+.......................... 119,919(10) 185,370(11) ***
P.O. Box 655237
Dallas, Texas 75265
James M. Moroney(3)+.......................... 49,679(12) 347,568(13) ***
P.O. Box 655237
Dallas, Texas 75265
John W. Bassett, Jr.*......................... 253,082(14) 771,073(15) ***
400 N. Pennsylvania Avenue, Suite 250
Roswell, New Mexico 88201
Henry P. Becton, Jr.*......................... 12,168(16) 28,349(17) ***
125 Western Avenue
Boston, Massachusetts 02134
Judith L. Craven, M.D., M.P.H.**.............. 56,800(18) 29,172(19) ***
3212 Ewing Street
Houston, Texas 77004
Roger A. Enrico*.............................. 42,000(20) 38,349(21) ***
700 Anderson Hill Road
Purchase, New York 10577
Stephen Hamblett**............................ 469,958(22) 132,110(23) ***
66 Williams Street
Providence, Rhode Island 02906
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SHARES OF COMMON STOCK BENEFICIALLY OWNED
AND PERCENTAGE OF OUTSTANDING SHARES AS OF
DECEMBER 31, 2000(1)
---------------------------------------------
NAME AND ADDRESS OF PERCENT OF
INDIVIDUAL OR GROUP SERIES A SERIES B CLASS(2)
------------------- ------------- -------------- ----------
Dealey D. Herndon(3)**........................ 1,933,650(24) 2,778,876(25) 4.3%
322 Congress Avenue
Austin, Texas 78701
Laurence E. Hirsch*........................... 10,000 9,000(26) ***
2728 North Harwood
Dallas, Texas 75201
Arturo Madrid, Ph.D.*......................... 57,100(27) 29,172(19) ***
Trinity University
715 Stadium Drive
San Antonio, Texas 78212
Hugh G. Robinson*............................. 5,200(28) 29,422(29) ***
2501 Oak Lawn Avenue, Suite 201
Dallas, Texas 75219
William T. Solomon*........................... 40,000(20) 69,422(29) ***
3535 Travis Street, Suite 300
Dallas, Texas 75204
J. McDonald Williams*......................... 52,000(20) 50,849(30) ***
3400 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
FleetBoston Financial Corporation++........... 8,836,890(31) 0 8.0%
100 Federal Street
Boston, Massachusetts 02110
Goldman Sachs & Co.++......................... 5,651,005(32) 0 5.0%
32 Old Slip
New York, New York 10005
All directors and executive officers as a
group (22 persons)............................ 5,432,974(33) 12,644,002(34) 15.9%(35)
- ---------------
* Director
** Director and Nominee
*** Less than one percent
+ Executive Officer
++ Shareholder only
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(1) Series B shares are convertible at any time on a share-for-share basis into
Series A shares. For purposes of determining the number of Series A shares
beneficially owned by the persons listed, the person may be deemed to be
the beneficial owner of the Series A shares into which the Series B shares
owned are convertible. The numbers listed in the Series A column, however,
do not reflect the Series A shares that may be so deemed to be beneficially
owned by the person listed. If the Series A total included shares into
which Series B shares held are convertible, and if the percent of Series A
shares so held were calculated pursuant to Rule 13d-3(d)(1) of the
Securities Exchange Act of 1934, the persons and entities listed would be
deemed to be the beneficial owners of the following percentages of the
Series A shares: Mr. Decherd, 8.3%; Mr. Huey, 1.4%; Mr. Bassett, 1.1%; Mrs.
Herndon, 5%; FleetBoston Financial Corporation, 9.7%; Goldman Sachs & Co.,
6.2%; and all directors and executive officers as a group, 17.3%. All other
persons listed would be deemed to own less than 1% of the Series A shares.
See footnote (2).
(2) "Percent of Class" is calculated by taking the total number of Series A
shares and Series B shares beneficially owned by the individual or entity
listed, including the total number of Series A and Series B shares subject
to options exercisable within 60 days held by that individual or entity,
and dividing that number by the sum of the total number of Series A shares
and Series B shares outstanding and the total number of Series A and Series
B shares subject to options exercisable within 60 days held by the
individual or entity.
(3) The family relationships among the directors, executive officers, and
principal shareholders are as follows: Robert W. Decherd and Dealey D.
Herndon are brother and sister; and James M. Moroney is a cousin of Robert
W. Decherd and Dealey D. Herndon.
(4) Includes 2,211 Series A shares held in the Company's 401(k) plan and
427,849 Series A shares indirectly held in grantor retained annuity trusts
("GRATs") established in 1996, 1998, 1999, and 2000. Also includes 43,980
Series A shares held in trust for which Mr. Decherd serves as trustee and
79,802 Series A shares held by a charitable foundation established by Mr.
Decherd for which he serves as chairman and director, but does not include
1,200 Series A shares owned by Mr. Decherd's wife, 40,786 Series A shares
owned by Mr. Decherd's son, and 116,202 Series A shares held in trusts for
the benefit of Mr. Decherd's children, as to all of which shares Mr.
Decherd disclaims beneficial ownership.
(5) Includes 591,950 Series B shares subject to options exercisable within 60
days (15,000 of which were issued under the Company's 1986 Long Term
Incentive Plan and 576,950 of which were issued under the Company's 1995
Executive Compensation Plan), 1,376 Series B shares held in the Company's
401(k) plan, 617,127 Series B shares indirectly held in GRATs established
in 1998, 1999, and 2000, and 23,159 Series B shares owned by Mr. Decherd
and his wife, as to which he shares voting and dispositive power. Also
includes 132,000 Series B shares held in trust for which Mr. Decherd serves
as trustee and 111,224 Series B shares held by a charitable foundation
established by Mr. Decherd for which he serves as chairman and director,
but does not include 1,200 Series B shares owned by Mr. Decherd's wife,
29,716 Series B shares owned by Mr. Decherd's son, and 105,132 Series B
shares held in trusts for the benefit of Mr. Decherd's children, as to all
of which shares Mr. Decherd disclaims beneficial ownership.
(6) Includes 145,300 Series A shares subject to options exercisable within 60
days issued under the Company's 1986 Long Term Incentive Plan and 1,399
Series A shares held in the Company's 401(k) plan.
(7) Consists of 953,000 Series B shares subject to options exercisable within
60 days issued under the Company's 1995 Executive Compensation Plan.
(8) Includes 192,680 Series A shares subject to options exercisable within 60
days issued under the Company's 1986 Long Term Incentive Plan and 2,124
Series A shares held in the Company's 401(k) plan.
(9) Consists of 471,200 Series B shares subject to options exercisable within
60 days issued under the Company's 1995 Executive Compensation Plan and
1,367 Series B shares held in the Company's 401(k) plan.
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(10) Includes 81,700 Series A shares subject to options exercisable within 60
days issued under the Company's 1986 Long Term Incentive Plan and 6,451
Series A shares held in the Company's 401(k) plan.
(11) Consists of 184,400 Series B shares subject to options exercisable within
60 days issued under the Company's 1995 Executive Compensation Plan and 970
Series B shares held in the Company's 401(k) plan.
(12) Includes 33,276 Series A shares subject to options exercisable within 60
days issued under the Company's 1986 Long Term Incentive Plan and 1,729
Series A shares held in the Company's 401(k) plan. Does not include 4,800
Series A shares owned by Mr. Moroney's wife and 4,955 Series A shares held
in trust for the benefit of Mr. Moroney's children, as to all of which
shares Mr. Moroney disclaims beneficial ownership.
(13) Includes 20,000 Series B shares held by a family limited partnership, of
which Mr. Moroney is a limited partner, 205,600 Series B shares subject to
options exercisable within 60 days issued under the Company's 1995
Executive Compensation Plan, 1,344 Series B shares held in the Company's
401(k) plan, and 480 Series B shares owned by Mr. Moroney and his wife, as
to which he shares voting and dispositive power. Does not include 1,600
Series B shares owned by Mr. Moroney's wife and 800 Series B shares held in
trust for the benefit of Mr. Moroney's children, as to all of which shares
Mr. Moroney disclaims beneficial ownership.
(14) Includes 40,000 Series A shares subject to options exercisable within 60
days issued under the Company's 1986 Long Term Incentive Plan. Also
includes 5,180 Series A shares owned by members of Mr. Bassett's family, as
to which Mr. Bassett shares dispositive power, and 67,200 Series A shares
held in trusts for the benefit of Mr. Bassett's adult children, for which
Mr. Bassett serves as trustee, but does not include 1,502 Series A shares
held by Mr. Bassett's wife or 900 Series A shares held in trust for the
benefit of Mr. Bassett's stepdaughter, for which Mr. Bassett's wife serves
as trustee, as to all of which shares Mr. Bassett disclaims beneficial
ownership.
(15) Includes 29,172 Series B shares subject to options exercisable within 60
days issued under the Company's 1995 Executive Compensation Plan. Also
includes 61,030 Series B shares owned by Mr. Bassett's adult children, as
to which Mr. Bassett shares dispositive power, and 289,109 Series B shares
held in trusts for the benefit of Mr. Bassett's adult children, for which
Mr. Bassett serves as trustee, as to all of which shares Mr. Bassett
disclaims beneficial ownership.
(16) Consists of 12,168 Series A shares held in a trust of which Mr. Becton is
the beneficiary and trustee. Does not include 1,444 Series A shares held in
a trust for Mr. Becton's wife and 21,682 Series A shares held in trusts for
Mr. Becton's children, as to all of which shares Mr. Becton disclaims
beneficial ownership.
(17) Consists of 28,349 Series B shares subject to options exercisable within 60
days issued under the Company's 1995 Executive Compensation Plan.
(18) Includes 54,000 Series A shares subject to options exercisable within 60
days issued under the Company's 1986 Long Term Incentive Plan.
(19) Consists of 29,172 Series B shares subject to options exercisable within 60
days issued under the Company's 1995 Executive Compensation Plan.
(20) Includes 40,000 Series A shares subject to options exercisable within 60
days issued under the Company's 1986 Long Term Incentive Plan.
(21) Consists of 38,349 Series B shares subject to options exercisable within 60
days issued under the Company's 1995 Executive Compensation Plan.
(22) Includes 3,036 Series A shares owned by Mr. Hamblett and his wife, as to
which he shares voting and dispositive power. Also includes 80,238 Series A
shares held by a charitable foundation for which Mr. Hamblett serves as
director and foundation manager, as to all of which shares Mr. Hamblett
disclaims beneficial ownership.
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(23) Consists of 132,110 Series B shares subject to options exercisable within
60 days issued under the Company's 1995 Executive Compensation Plan.
(24) Includes 40,000 Series A shares subject to options exercisable within 60
days issued under the Company's 1986 Long Term Incentive Plan. Also
includes 98,456 Series A shares held in trusts for which Mrs. Herndon
serves as trustee and 100,000 Series A shares held by a charitable
foundation established by Mrs. Herndon for which she serves as director,
but does not include 55,000 Series A shares owned by Mrs. Herndon's
husband, as to all of which shares Mrs. Herndon disclaims beneficial
ownership.
(25) Includes 29,172 Series B shares subject to options exercisable within 60
days issued under the Company's 1995 Executive Compensation Plan. Also
includes 98,456 Series B shares held in trusts for which Mrs. Herndon
serves as trustee as to all of which shares Mrs. Herndon disclaims
beneficial ownership.
(26) Consists of 9,000 Series B shares subject to options exercisable within 60
days issued under the Company's 1995 Executive Compensation Plan.
(27) Includes 56,000 Series A shares subject to options exercisable within 60
days issued under the Company's 1986 Long Term Incentive Plan.
(28) Includes 3,000 Series A shares subject to options exercisable within 60
days issued under the Company's 1986 Long Term Incentive Plan.
(29) Includes 29,422 Series B shares subject to options exercisable within 60
days issued under the Company's 1995 Executive Compensation Plan.
(30) Includes 38,849 Series B shares subject to options exercisable within 60
days issued under the Company's 1995 Executive Compensation Plan.
(31) Based upon information contained in its Report on Schedule 13G filed with
the Securities and Exchange Commission on February 14, 2001, the reported
Series A shares are held indirectly by FleetBoston Financial Corporation
through its subsidiary, Fleet National Bank, Providence, Rhode Island.
Fleet-Boston Financial Corporation has sole voting power with respect to
8,789,331 Series A shares, shares voting power with respect to 20,000 of
the Series A shares, and has sole dispositive power with respect to
1,591,086 Series A shares and shares dispositive power with respect to
7,102,484 Series A shares.
(32) Based upon information contained in its Report on Schedule 13G/A filed with
the Securities and Exchange Commission on February 9, 2001, the reported
Series A shares are held by the asset management unit of Goldman, Sachs &
Co.. Goldman, Sachs & Co. has sole voting power with respect to 4,067,178
Series A shares and has sole dispositive power with respect to 5,651,005
Series A shares.
(33) Includes 794,612 Series A shares subject to options exercisable within 60
days issued under the Company's 1986 Long Term Incentive Plan.
(34) Includes 3,182,049 Series B shares subject to options exercisable within 60
days (15,000 of which were issued under the Company's 1986 Long Term
Incentive Plan and 3,167,049 of which were issued under the Company's 1995
Executive Compensation Plan).
(35) Represents approximately 42.2% of the voting power of all outstanding
shares of Common Stock.
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QUORUM AND VOTING
The presence, in person or by proxy, of the holders of a majority of the
voting power of the outstanding shares of Common Stock of the Company entitled
to vote is necessary to constitute a quorum at the Annual Meeting; provided,
however, that in no event may a quorum consist of less than one-third of the
outstanding shares of Common Stock entitled to vote. The affirmative vote of a
plurality of the voting power represented at the Annual Meeting and entitled to
vote is required for the election of directors. Unless otherwise required by
law, the affirmative vote of a majority of the voting power represented at the
Annual Meeting and entitled to vote is required for other matters which properly
may come before the Annual Meeting.
A holder of Series A shares will be entitled to one vote per Series A share
as to each matter properly brought before the Annual Meeting, and a holder of
Series B shares will be entitled to 10 votes per Series B share as to each
matter properly brought before the Annual Meeting. Subject to such differential
voting rights, the holders of Series A shares and Series B shares vote together
as a single class on all matters except with respect to (1) any amendments to
the Company's Certificate of Incorporation that alter or change the powers,
preferences, or special rights of their respective series so as to affect them
adversely and (2) such other matters as require class votes under the Delaware
General Corporation Law. Cumulative voting is not permitted in the election of
directors. Abstentions and broker non-votes, if applicable, are each included in
the determination of the number of shares present at the Annual Meeting for
purposes of determining a quorum. Abstentions and broker non-votes have no
effect on determinations of plurality, except to the extent that they affect the
total votes received by any particular candidate. For matters requiring majority
approval, abstentions will have the effect of negative votes but broker
non-votes will not be treated as shares entitled to vote on such matters. This
means that broker non-votes will neither be counted in the numerator nor the
denominator, whereas abstentions will be counted in the denominator but not the
numerator, in determining whether a matter has received sufficient votes to be
approved.
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ELECTION OF DIRECTORS
Pursuant to the bylaws of the Company, the Board of Directors has set the
number of directors at 13. The bylaws of the Company further provide that the
Board of Directors is to be divided into three classes, approximately equal in
number, with staggered terms of three years, and that a director who attains age
65 shall retire on the date of the annual meeting of shareholders next following
his or her 65th birthday. The three nominees designated by the Board of
Directors for election as Class III directors at the 2001 Annual Meeting will
serve a three-year term if elected. In connection with the acquisition of The
Providence Journal Company, the Company agreed that Stephen Hamblett would be
eligible to serve as a director until age 70. Hugh G. Robinson, a Class III
director who has attained the age of 65, will retire on the date of the Annual
Meeting. The Company intends to fill the Class III director vacancy created by
Mr. Robinson's retirement after the Annual Meeting although no candidate has
been identified and agreed to so serve. Despite the vacancy on the Board of
Directors, proxies will only be voted for the three nominees designated by the
Board of Directors for election as Class III directors. Ward L. Huey, Jr., a
Class II director and an executive officer of the Company, retired effective as
of December 31, 2000.
NOMINEES FOR DIRECTORS
Class III Directors (Term expires in 2004)
[PHOTO JUDITH L. JUDITH L. CRAVEN, M.D., M.P.H., age 55, has served as a
CRAVEN] director of the Company since December 1992. From July 1992
until her retirement in October 1998, she served as
President of the United Way of the Texas Gulf Coast. From
1983 to 1992, Dr. Craven served as Dean of the School of
Allied Health Sciences of the University of Texas Health
Science Center at Houston, and from 1987 to 1992 as Vice
President of Multicultural Affairs for the University of
Texas Health Science Center. Dr. Craven is a member of the
Boards of Directors of SYSCO Corporation, Luby's, Inc.,
Compaq Computer Corporation, and Variable Annuity Life
Insurance Company of America.
[PHOTO STEPHEN STEPHEN HAMBLETT, age 66, has served as a director of the
HAMBLETT] Company since May 1997. Mr. Hamblett served as Chairman of
the Board of The Providence Journal Company, from February
1997, when The Providence Journal Company became a
wholly-owned subsidiary of the Company, through December
2000. From February 1997 until April 1999, Mr. Hamblett also
served as Chief Executive Officer and Publisher of The
Providence Journal Company. From 1987 to 1997, he was
Chairman, Chief Executive Officer, and Publisher of the
pre-merger Providence Journal Company. Mr. Hamblett is
currently a member of the Boards of Directors of the
Inter-American Press Association and the Smithsonian
National Board.
[PHOTO DEALEY D. DEALEY D. HERNDON, age 54, has served as a director of the
HERNDON] Company since May 1986. Mrs. Herndon has served as Director
of Appointments for Texas Governor Rick Perry since January
2001 and has been President of Herndon, Stauch & Associates,
a project and construction management firm since September
1995. She served from 1991 to September 1995 as the
Executive Director of the State Preservation Board of the
State of Texas and managed the Texas Capitol Restoration in
that capacity. Mrs. Herndon is a Trustee of the National
Trust for Historic Preservation in Washington, D.C. and
serves as treasurer of the Texas State History Museum
Foundation.
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DIRECTORS CONTINUING IN OFFICE
Class I Directors (Term expires in 2002)
[PHOTO JOHN W. JOHN W. BASSETT, JR., age 63, has served as a director of
BASSETT] the Company since March 1979. He is a practicing attorney
and is a partner in the law firm of Bassett & Copple, LLP in
Roswell, New Mexico. Prior to forming Bassett & Copple, LLP
in October 1995, Mr. Bassett was a stockholder in the law
firm of Atwood, Malone, Mann & Turner, P.A., Roswell, New
Mexico, for more than ten years.
[PHOTO ROBERT W ROBERT W. DECHERD, age 49, has served as a director of the
DECHERD] Company since March 1976. He has been Chairman of the Board
and Chief Executive Officer of the Company since January
1987. Mr. Decherd became President of the Company in January
1994, and previously served as President from January 1985
through December 1986. From January 1984 through December
1986, he served as Chief Operating Officer. Mr. Decherd is a
member of the Board of Directors of Kimberly-Clark
Corporation.
[PHOTO LAURENCE E. LAURENCE E. HIRSCH, age 55, has served as a director of the
HIRSCH] Company since August 1999. Mr. Hirsch has been Chief
Executive Officer of Centex Corporation since July 1988. He
has served as a director of Centex Corporation since 1985
and has been its Chairman of the Board since July 1991. He
has also served as a director of its affiliate, Centex
Construction Products, Inc., since January 1994 and was
named Chairman of the Board in July 1999. Mr. Hirsch is a
member of the Board of Directors of Luminex Corporation and
is an advisory director of Heidelberger Zement AG.
[PHOTO BURL OSBORNE] BURL OSBORNE, age 63, has served as a director of the
Company since January 1987. He has been President/Publishing
Division of the Company since November 1995. Since January
1991, Mr. Osborne has been Publisher of The Dallas Morning
News, a subsidiary of the Company. Mr. Osborne was President
of The Dallas Morning News from 1985 through December 1990,
and Editor of The Dallas Morning News from 1985 through
January 1997.
[PHOTO J. MCDONALD J. MCDONALD WILLIAMS, age 59, has served as a director of
WILLIAMS] the Company since April 1985. Mr. Williams has been Chairman
of Trammell Crow Company, a real estate services firm, since
August 1994. From 1991 until July 1994, Mr. Williams was
President and Chief Executive Officer of Trammell Crow
Company, and from 1977 to December 1990, he was managing
partner of Trammell Crow Company.
9
12
Class II Directors (Term expires in 2003)
[PHOTO HENRY P. HENRY P. BECTON, JR., age 57, has served as a director of
BECTON] the Company since May 1997. He served as a director of The
Providence Journal Company from 1992 to 1997. Since 1984,
Mr. Becton has been President and General Manager of WGBH
Educational Foundation. He is a member of the Board of
Directors of Public Broadcasting Service and Becton
Dickinson and Company, and is a trustee or director of 18
investment companies managed by Zurich Scudder Investments.
[PHOTO ROGER A. ROGER A. ENRICO, age 56, has served as a director of the
ENRICO] Company since July 1995. He has been Chief Executive Officer
of PepsiCo, Inc. since April 1996 and Chairman of the Board
of PepsiCo, Inc. since November 1996. He served as Chairman
and Chief Executive Officer of PepsiCo Worldwide Restaurants
from the end of 1994 through April 1996, and Vice Chairman
of PepsiCo, Inc. from 1993 until November 1996. Mr. Enrico
is a member of the Boards of Directors of PepsiCo, Inc.,
Target Corporation, Electronic Data Systems Corporation,
Lincoln Center for the Performing Arts and The National
Center for Public Policy and Higher Education.
[PHOTO ARTURO ARTURO MADRID, PH.D., age 62, has served as a director of
MADRID] the Company since January 1994. He is the Norene R. and T.
Frank Murchison Distinguished Professor of the Humanities at
Trinity University in San Antonio, Texas. From 1984 to 1993,
he served as the founding President of the Tomas Rivera
Center, a national institute for policy studies on Latino
issues. In addition, he has held academic and administrative
positions at Dartmouth College, the University of
California, San Diego, the University of Minnesota, and the
U.S. Department of Education. Dr. Madrid is a member of the
Council for Foreign Relations and a fellow of the National
Academy for Public Administration. In 1996, he was awarded
the Charles Frankel Prize by the National Endowment for the
Humanities.
[PHOTO WILLIAM T. WILLIAM T. SOLOMON, age 58, has served as a director of the
SOLOMON] Company since April 1983. He is Chairman of the Board of
Austin Industries, Inc., a general construction company, a
position he has held since 1987. Mr. Solomon was Chairman
and Chief Executive Officer from 1987 to March 2001 and,
prior to 1987, was President and Chief Executive Officer of
Austin Industries, Inc..
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.
MEETINGS AND COMMITTEES OF BOARD OF DIRECTORS
The Board of Directors held a total of six meetings in 2000. Each director
attended at least 75% of the aggregate of the total number of meetings held by
the Board of Directors and the total number of meetings held by all committees
of the Board on which he or she served. The Board of Directors has an Audit
Committee, a Compensation Committee, and a Directors Planning Committee, all of
the members of which are non-employee directors.
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Audit Committee. The Audit Committee consists of Henry P. Becton, Jr.,
Roger A. Enrico, and Arturo Madrid, each of which is an independent director
under the listing standards of the New York Stock Exchange (the "NYSE"). Mr.
Becton serves as the Chairman of the Audit Committee. The Audit Committee
consults with the Company's independent auditors and with personnel from the
Company's internal audit and financial staffs with respect to corporate
accounting, reporting, and internal control practices. The Audit Committee
operates under a written charter adopted by the Company's Board of Directors and
reviewed annually by the Audit Committee, a copy of which is attached as
Appendix A to this Proxy Statement. The Audit Committee met two times during
2000. In addition, the Chairman of the Audit Committee met quarterly with the
independent auditors and management.
Compensation Committee. The Compensation Committee consists of John W.
Bassett, Jr., Judith L. Craven, Laurence E. Hirsch, Arturo Madrid, and J.
McDonald Williams. Mr. Bassett serves as Chairman of the Compensation Committee.
The Compensation Committee makes recommendations to the Board of Directors for
base salaries for executive officers and compensation packages for directors,
approves bonus levels and stock option awards for executive officers, and
administers, among other plans, the Company's 1995 Executive Compensation Plan,
2000 Executive Compensation Plan, The G. B. Dealey Retirement Pension Plan, Belo
Savings Plan, and Supplemental Executive Retirement Plan. The Compensation
Committee met four times during 2000.
Directors Planning Committee. The Directors Planning Committee consists of
Henry P. Becton, Jr., Roger A. Enrico, Dealey D. Herndon, Laurence E. Hirsch,
Hugh G. Robinson, William T. Solomon, and J. McDonald Williams. Mr. Williams
serves as Chairman of the Directors Planning Committee. The Directors Planning
Committee reviews the long-range financial and strategic planning efforts of the
Company and reviews possible nominees for positions on the Board of Directors.
The Directors Planning Committee met four times in 2000.
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REPORT OF THE AUDIT COMMITTEE
The Audit Committee reviews the Company's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process. The Company's independent
auditors are responsible based on their audit for expressing an opinion on the
Company's consolidated financial statements.
In this context, the Audit Committee has reviewed and discussed with
management and the independent auditors the audited consolidated financial
statements and the quarterly condensed consolidated financial statements for
2000. The Audit Committee has discussed with the independent auditors the
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees). In addition, the Audit Committee has
received from the independent auditors the written disclosures and the letter
required by Independence Standards Board No. 1 (Independence Discussions with
Audit Committees) and discussed with them their independence from the Company
and its management. And, the Audit Committee has considered whether the
independent auditors' provision of non-audit services to the Company is
compatible with the auditors' independence and the Audit Committee recommended
to the Board the selection of Ernst & Young LLP for the audit of the 2001
financial statements.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors, and the Board has approved,
that the audited consolidated financial statements be included in the Company's
Annual Report on SEC Form 10-K for the fiscal year ended December 31, 2000, for
filing with the Securities and Exchange Commission.
Respectfully submitted,
AUDIT COMMITTEE
Henry P. Becton, Jr., Chair
Roger A. Enrico
Arturo Madrid, Ph.D.
INDEPENDENT AUDITORS
Ernst & Young LLP, independent auditors, served as independent auditors for
the Company for the fiscal year ended December 31, 2000, and will serve in such
capacity for the current fiscal year. Representatives of Ernst & Young LLP will
be present at the Annual Meeting, will have the opportunity to make a statement
if they desire to do so, and will be available to respond to appropriate
questions presented at the Annual Meeting.
The table below sets forth the fees that Ernst & Young LLP billed the
Company for the audit of the Company's financial statements for the fiscal year
ended December 31, 2000 and review of financial statements for quarterly periods
within that fiscal year, and all other fees Ernst & Young LLP has billed the
Company for services rendered during the fiscal year ended December 31, 2000:
Audit Fees.................................................. $402,000
Financial Information, Systems Design and Implementation
Fees...................................................... --
All Other Fees (including $267,000 of audit related fees)... $330,000
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EXECUTIVE OFFICERS OF THE COMPANY
The executive officers of the Company are as follows:
NAME OFFICE CURRENTLY HELD OFFICE HELD SINCE
- ---- --------------------- -----------------
Robert W. Decherd......................... Chairman of the Board, President, and
Chief Executive Officer 1987(1)
Ward L. Huey, Jr. ........................ Vice Chairman of the Board
President/Broadcast Division 1987(2)
Burl Osborne.............................. President/Publishing Division Publisher,
The Dallas Morning News 1991(1)
Michael J. McCarthy....................... Senior Executive Vice President 2000(3)
James M. Moroney.......................... President, Belo Interactive, Inc. 1999(4)
John L. (Jack) Sander..................... Executive Vice President/Media Operations 2000(5)
Dunia A. Shive............................ Executive Vice President/ Chief Financial
Officer 2000(6)
Colleen B. Brown.......................... Senior Vice President/Business
Development 2000(7)
Donald F. (Skip) Cass, Jr. ............... Senior Vice President 2000(8)
Guy H. Kerr............................... Senior Vice President/General Counsel and
Secretary 2000(9)
Marian Spitzberg.......................... Senior Vice President/Human Resources 2000(10)
- ---------------
(1) Member of the Board of Directors. (See "Election of Directors" above for
additional information.)
(2) Mr. Huey retired from the Board of Directors of the Company and as an
executive officer of the Company effective as of December 31, 2000.
(3) Mr. McCarthy, age 56, has been Senior Executive Vice President of the
Company since July 2000 and served as Executive Vice President of the
Company from July 1998 to July 2000. He served as Senior Corporate Vice
President from July 1997 through June 1998 and as Senior Vice President
from January 1987 through June 1997. In addition, Mr. McCarthy served as
General Counsel from October 1985 until July 2000 and served as Secretary
of the Company from 1985 to 1998 and from February 2000 to July 2000.
(4) Mr. Moroney, age 44, has been President of Belo Interactive, Inc. since May
1999. He served as Executive Vice President of the Company from July 1998
through December 1999. Mr. Moroney served as President of the Company's
Television Group from January 1997 until July 1998 and as Executive Vice
President of the Television Group from January 1995 until January 1997.
From November 1993 until January 1995, Mr. Moroney was Vice President of
the Company's Broadcast Division.
(5) Mr. Sander, age 59, has been Executive Vice President/Media Operations
since January 2001 and President of the Company's Television Group since
July 1998. He served as Executive Vice President of the Company's
Television Group from 1997 until 1998. Mr. Sander was General Manager at
WAGA-TV in Atlanta, Georgia from 1988 until 1997.
(6) Ms. Shive, age 40, has been Executive Vice President/Chief Financial
Officer of the Company since December 2000 and served as Senior Vice
President/Chief Financial Officer of the Company from July 1998 until
December 2000. She served as Senior Vice President/Corporate Operations
from July 1997 through June 1998. From January 1996 until July 1997, Ms.
Shive served as Vice President/ Finance of the Company. Ms. Shive served as
Vice President/Controller of the Company from January 1995 until January
1996.
(7) Ms. Brown, age 42, has been Senior Vice President/Business Development of
the Company since October 2000. From July 1998 to October 2000, Ms. Brown
was president of the Broadcast Group of Lee Enterprises, Inc. and from 1980
to 1998 she served in various management roles with Gannett Co., Inc.,
including President and General Manager of its Phoenix, Arizona television
operations from 1995 until July 1998.
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16
(8) Mr. Cass, age 35, has been Senior Vice President of the Company since
February 2000 and served as Vice President and General Manager of TXCN, the
Company's Texas cable news channel, from May 1998 until February 2000. Mr.
Cass was director/cable news operations of the Company's Broadcast Division
from 1997 to May 1998 and was manager/finance and administration of that
division from 1996 to 1997. He served as director of operations for the
Company's cable channel joint venture in New Orleans, Louisiana from 1993
to 1996.
(9) Mr. Kerr, age 48, has been the Company's Senior Vice President/General
Counsel and Secretary since July 2000. From 1985 until June 2000, Mr. Kerr
was a partner in the law firm of Locke Liddell & Sapp LLP and its
predecessors, in Dallas, Texas.
(10) Ms. Spitzberg, age 52, has been Senior Vice President/Human Resources of
the Company since February 2000. She served as Vice President/Deputy
General Counsel from January 1997 until February 2000 and as the Company's
Secretary from July 1998 until February 2000. In addition, Ms. Spitzberg
served as the Company's Vice President/Assistant General Counsel from
January 1995 until January 1997.
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EXECUTIVE COMPENSATION AND OTHER MATTERS
The following information summarizes annual and long-term compensation for
services in all capacities to the Company for the fiscal years ended December
31, 2000, 1999, and 1998, of the Chief Executive Officer and the other four most
highly compensated executive officers (collectively, the "Senior Executives") of
the Company:
SUMMARY COMPENSATION TABLE
LONG TERM
COMPENSATION
AWARDS
ANNUAL COMPENSATION ------------
----------------------------------- SECURITIES
OTHER UNDERLYING
NAME AND ANNUAL OPTIONS/ ALL OTHER
PRINCIPAL COMPENSATION SARS COMPENSATION
POSITION YEAR SALARY($) BONUS($) ($)(1) (#) ($)(2)
--------- ---- --------- -------- ------------ ------------ ------------
Robert W. Decherd 2000 $863,200 $635,900 -- 410,000 $ 517,272
Chairman of the Board, 1999 $696,000 $241,749 -- 340,000 $ 65,918
President, and Chief 1998 $696,000 -- -- 200,000 $ 81,273
Executive Officer
Ward L. Huey, Jr. 2000 $663,200 $413,400 -- -- $1,483,268(3)
Vice Chairman of the Board 1999 $586,000 $186,579 -- 240,000 $ 184,049
President/Broadcast Division 1998 $586,000 -- -- 140,000 $ 203,910
Burl Osborne 2000 $608,200 $379,100 -- -- $ 700,714
President/Publishing Division 1999 $538,000 $163,510 -- 200,000 $ 185,736
Publisher, The Dallas Morning 1998 $538,000 -- -- 120,000 $ 205,823
News
Michael J. McCarthy 2000 $471,600 $253,900 -- 110,000 $ 513,225
Senior Executive Vice President 1999 $385,000 $100,294 -- 90,500 $ 47,020
1998 $370,000 -- -- 50,000 $ 56,485
James M. Moroney 2000 $418,200 $209,100 -- 100,000 $ 60,686
President, Belo Interactive, Inc. 1999 $385,000 $ 89,151 -- 90,500 $ 33,717
1998 $385,000 $ 23,843 -- 50,000 $ 33,344
- ---------------
(1) The total value of executive perquisites and benefits did not exceed the
lesser of (i) $50,000 or (ii) 10% of the total annual salary and bonuses for
any Senior Executive.
(2) Amounts in this column are comprised of the following for 2000: (i) amounts
contributed by the Company to the Belo Savings Plan (the "401(k) plan"), a
non-discriminatory retirement plan established pursuant to Section 401(k) of
the Internal Revenue Code of 1986, as amended (the Code); and (ii) amounts
contributed by the Company to the Company's Supplemental Executive
Retirement Plan (the "SERP"). Included in the SERP contribution amounts for
2000 are payments representing the accumulated benefit under the previous
Management Security Plan ("MSP"), which rolled into the SERP effective
January 1, 2000. MSP make-up contributions to the SERP were as follows:
Robert W. Decherd, $355,325; Ward L. Huey, Jr., $658,568; Burl Osborne,
$416,848; and, Michael J. McCarthy,
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$417,154. Amounts for 1999 and 1998 also include dollar value of premiums
for life insurance purchased by the Company under its MSP.
401(K) PLAN SERP
CONTRIBUTION CONTRIBUTION
NAME ($) ($)
---- ------------ ------------
Robert W. Decherd.................................... $5,610 $511,662
Ward L. Huey, Jr. ................................... $5,610 $926,643
Burl Osborne......................................... $5,610 $695,104
Michael J. McCarthy.................................. $5,610 $507,615
James M. Moroney..................................... $5,610 $ 55,076
(3) In November 2000, the Company entered into a Retirement Agreement with Mr.
Huey pursuant to which, following his retirement as Vice Chairman of the
Board and President of the Broadcast Division of the Company, Mr. Huey would
continue to serve as a consultant to the Company from January 1, 2001
through December 31, 2003. In January 2001, the Company paid Mr. Huey
$2,734,881 for his future consulting services. Pursuant to the terms of the
1995 Executive Compensation Plan, options to purchase a total of 386,000
Series B shares, which had been previously awarded to Mr. Huey but which had
not yet vested, became fully exercisable upon his retirement. The Company
also agreed to pay Mr. Huey additional compensation, accrued but unused
vacation, and the expenses of obtaining continuing medical coverage through
age 65 in an aggregate amount of $1,092,141 (of which $551,015 was paid in
December 2000 and the balance was paid in January 2001).
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
The stock options described below were awarded under the Belo 2000
Executive Compensation Plan (the "2000 Stock Plan"), with the exception of
324,996 options granted to Mr. Decherd, which were awarded under the 1995
Executive Compensation Plan (the "1995 Stock Plan"). During 2000, all options
granted were for Series B shares, and no stock appreciation rights were granted.
The following table provides additional information regarding stock options
granted during 2000 to the Senior Executives:
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE GRANT DATE
OPTIONS EMPLOYEES OR BASE PRESENT
GRANTED IN FISCAL PRICE EXPIRATION VALUE
NAME (#)(1) YEAR ($/SH) DATE ($)(2)
---- ---------- ---------- -------- ---------- ----------
Robert W. Decherd..................... 410,000 12.3% $17.3125 12/01/10 $2,724,774
Ward L. Huey, Jr. .................... -- -- -- -- --
Burl Osborne.......................... -- -- -- -- --
Michael J. McCarthy................... 110,000 3.3% $17.3125 12/01/10 $ 731,037
James M. Moroney...................... 100,000 3.0% $17.3125 12/01/10 $ 664,579
- ---------------
(1) All stock options shown above become exercisable in increments of 40% after
one year and 30% after years two and three. Upon the occurrence of a Change
in Control (as defined in the 1995 Stock Plan and in the 2000 Stock Plan;
see "Compensation Pursuant to Certain Retirement Plans -- Pension Plan" on
page 18 for the definition of Change in Control), all of the options become
immediately exercisable, unless the Board of Directors has adopted
resolutions making the acceleration provisions inoperative (or does so
promptly following such occurrence). Both the 1995 Stock Plan and the 2000
Stock Plan permit the payment of the exercise price of an option with shares
of Common Stock which have been held for at least six months, or with the
approval of the Compensation Committee, with shares which have been held for
less than six months. In addition, each of the 1995 Stock Plan and the 2000
Stock Plan permits the payment of minimum withholding taxes due upon
exercise of an option with shares of Common Stock that are held by the
optionee or shares of Common Stock issued upon the exercise of an option
granted under such plan.
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(2) These values are determined using the Black-Scholes option pricing model.
The Black-Scholes option pricing model is one of the methods permitted by
the Securities and Exchange Commission for estimating the present value of
options. The Black-Scholes option pricing model is based on assumptions as
to certain variables as described below, and is not intended to estimate,
and has no direct correlation to, the value of stock options that an
individual will actually realize. The actual value of the stock options that
a Senior Executive may realize, if any, will depend on the excess of the
market price on the date of exercise over the exercise price. The values
listed above were based on the following assumptions: volatility (measured
as the annualized standard deviation of the sample, as determined from the
past 20 quarters, ending with the third quarter of 2000) -- .1802; risk free
rate of return -- 5.9%; dividend yield -- 1.436%; time of exercise -- 10
years; and discount for risk of forfeiture -- 3%.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES
No stock options were exercised during 2000 by the Senior Executives. The
following table reflects this information and shows the estimated value of
unexercised options held by such individuals at year-end:
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
UNDERLYING IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FY-END AT FY-END
(#)(1) ($)(2)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- --------------- -------------- ------------- -------------
Robert W. Decherd....................... -- -- 591,950/ $0/
934,000 $0
Ward L. Huey, Jr. ...................... -- -- 1,098,300/ $469,662/
0 $0
Burl Osborne............................ -- -- 663,880/ $776,333/
356,000 $0
Michael J. McCarthy..................... -- -- 266,100/ $326,676/
259,300 $0
James M. Moroney........................ -- -- 238,876/ $109,763/
169,300 $0
- ---------------
(1) Of the exercisable options, the following numbers of shares underlying
options are for Series B shares for each of the Senior Executives: Mr.
Decherd -- 591,950 shares; Mr. Huey -- 953,000 shares; Mr.
Osborne -- 471,200 shares; Mr. McCarthy -- 184,400 shares; and Mr.
Moroney -- 205,600 shares. The remaining exercisable options are for Series
A shares. All of the unexercisable options presented are options for Series
B shares.
(2) Based on the closing price of $16.00 of the Company's Series A shares on the
NYSE on December 29, 2000, less the exercise price of the options.
COMPENSATION PURSUANT TO CERTAIN RETIREMENT PLANS
Pension Plan. Until July 1, 2000, the Company maintained a
non-contributory pension plan which was available to substantially all of its
employees who had completed one year of service and had reached 21 years of age
as of June 30, 2001. The Company amended its pension plan effective July 1,
2000. As a result, individuals who were participants or eligible to become
participants prior to July 1, 2000, were offered an election to either (1)
remain eligible to participate in and accrue benefits under the pension plan, or
(2) cease accruing benefits under the pension plan effective June 30, 2000.
Those employees who elected to cease accruing benefits under the pension plan
became eligible for enhanced benefits under the Company's 401(k) plan. Following
the effective date of the amendment to the pension plan, no employee first hired
on or after July 1, 2000 is eligible to participate in the pension plan, and no
former employee who is rehired on or after July 1, 2000 will accrue additional
benefits under the pension plan.
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The following table reflects the expected annual benefits, computed on a
10-year certain and life annuity basis, payable under the pension plan to a
fully vested Senior Executive of the Company upon retirement at age 65 after the
credited years of service and at the annual remuneration levels set forth in the
table.
AVERAGE ANNUAL
COMPENSATION YEARS OF SERVICE(1)
DURING --------------------------------------------------------------------------
FINAL FIVE YEARS 10 15 20 25 30 35 40
- --------------------- -------- -------- -------- -------- -------- -------- --------
$150,000............. $ 20,448 $ 30,671 $ 40,895 $ 51,119 $ 61,343 $ 71,567 $ 79,817
$250,000............. $ 34,948 $ 52,421 $ 69,895 $ 87,369 $104,843 $122,317 $133,633
$350,000............. $ 49,448 $ 74,171 $ 98,895 $123,619 $133,633 $133,633 $133,633
$450,000............. $ 63,948 $ 95,921 $127,895 $133,633 $133,633 $133,633 $133,633
$550,000............. $ 78,448 $117,671 $133,633 $133,633 $133,633 $133,633 $133,633
$650,000............. $ 92,948 $133,633 $133,633 $133,633 $133,633 $133,633 $133,633
$750,000............. $107,448 $133,633 $133,633 $133,633 $133,633 $133,633 $133,633
$850,000 or above.... $121,948 $133,633 $133,633 $133,633 $133,633 $133,633 $133,633
- ---------------
(1) Benefits listed in the table above are not subject to reduction for Social
Security amounts. The table does not reflect all of the limitations on
accrued benefits imposed by Section 415 of the Code, which currently limits
such benefits to $135,000. Prior to January 1, 1983, actual benefits were
accrued subject to a maximum limitation of $136,425. The table also does not
reflect the limitations imposed by Section 401(a)(17) of the Code on annual
compensation to be taken into account in determining pension benefits, which
in 2000 was limited to $170,000.
The Company's pension plan provides for the payment of a monthly retirement
benefit based on credited years of service and the average of five consecutive
years of highest annual compensation out of the ten most recent calendar years
of employment. Compensation covered under the pension plan includes regular pay
plus overtime, bonuses, commissions, and any contribution made by the Company on
behalf of an employee pursuant to a deferral election under any benefit plan
containing a cash or deferred arrangement. Covered compensation excludes certain
non-cash earnings and Company matching contributions to the Company's 401(k)
plan. A participant's interest in the pension plan ordinarily becomes fully
vested upon completion of five years of credited service, or upon attainment of
age 62, whichever first occurs. Retirement benefits under the pension plan are
paid to participants upon normal retirement at the age of 65 or later, or upon
early retirement, which may occur at age 62 (or age 55 with five years of
service). However, as a result of the amendment previously referenced, any
participant employed by the Company on July 1, 2000 is fully vested without
regard to years of service or the age of the participant. The pension plan also
provides for the payment of death benefits. As of December 31, 2000, the Senior
Executives have credited years of service under the pension plan as follows: Mr.
Decherd -- 27 years; Mr. Huey -- 40 years; Mr. Osborne -- 20 years; Mr.
McCarthy -- 15 years; and Mr. Moroney -- 22 years. The covered compensation of
such persons under the pension plan is substantially the same as the annual
compensation indicated in the Summary Compensation Table on page 15, except that
such covered compensation was capped at $170,000 for all participants in 2000.
Upon the occurrence of certain events, (1) the benefits of all active
participants in the pension plan become fully vested and nonforfeitable and (2)
the excess of pension plan assets over the present value of accrued benefits, if
any, are applied to provide active participants with an additional vested
benefit equivalent to the benefit such participants should have received under
Department of Labor Regulations Section 2618.32(a), as in effect prior to July
1, 1996, if the pension plan had then terminated. The events giving rise to (1)
and (2) above are generally identical to those giving rise to a "Change in
Control," as defined in the 1995 Stock Plan and in the 2000 Stock Plan. A
"Change in Control" is generally defined in both the 1995 Stock Plan and the
2000 Stock Plan as the commencement of a tender offer or exchange offer, a
change in control (which is deemed to occur when any group, entity, or other
person that theretofore beneficially owned less than 30% of the total number of
outstanding shares of Common Stock acquires shares, which acquisition results in
such group, entity, or person having more than 30% beneficial ownership),
approval or
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consummation of certain mergers, sales, exchanges, or dispositions of the
Company's assets, or certain changes in the composition of the Board of
Directors of the Company during any period of two consecutive years.
Supplemental Executive Retirement Plan. The SERP was adopted by the
Compensation Committee in December 1992 for senior corporate officers and other
key executives selected by the Compensation Committee. This group includes the
Senior Executives. The purpose of the SERP is to help offset the Code limits on
the Company's qualified retirement plans. The specific objective of the SERP,
when combined with the Company's pension plan, is to provide a benefit at age 65
of 60% of final average pay (the average of the total salary and target bonus
during the last five completed calendar years of employment) to the senior
corporate officers. However, because the SERP is a defined contribution plan,
the actual benefit to be received by any participant will be dependent on the
participant's account balance at the time of retirement. In addition, at its
December 1999 meeting, the Compensation Committee amended the SERP effective
January 1, 2000 to restore to additional participants selected by the
Compensation Committee benefits limited by the annual compensation cap for
determining pension benefits imposed by Section 401(a)(17) of the Code. The
payment of benefits under the SERP will be subject to the same terms and
conditions described above for the payment of benefits under the Company's
pension plan. (See the description of the Company's pension plan on pages 17 and
18 above. See also footnote (2) to the Summary Compensation Table on page 15
above for the amounts contributed to the SERP by the Company on behalf of the
Senior Executives for 2000. These amounts include the benefits previously
accrued under the Company's MSP. The MSP was terminated effective December 31,
1999.) The Company has established a trust to hold the contributions to the
SERP, which contributions are subject to the claims of the Company's creditors.
As a result of the establishment of the trust, benefits payable under the SERP
will be protected in the event of a Change in Control of the Company.
COMPENSATION OF DIRECTORS
Non-employee directors receive an annual compensation package valued at
$120,000. One-half of this amount is paid in stock options for Series B shares
(relying on the Black-Scholes option pricing model on the date of grant), with
exercise prices equal to the closing price of Series A shares on the date of
grant. Directors elect in advance to receive all or a portion of the remaining
amount in additional stock options for Series B shares or in cash. Non-employee
directors who serve as committee chairs receive an additional $7,500 in cash. No
additional fee is paid to non-employee directors for attendance at Board and
committee meetings. Directors who are employees of the Company do not receive
separate compensation for Board service.
CERTAIN TRANSACTIONS
Prior to 2000, the Company and two of its subsidiaries each entered into
agreements with a subsidiary of Austin Industries, Inc. relating to new
construction and renovations at the primary business sites of each of these
entities. The aggregate payments for the projects, all of which have now been
completed, were approximately $5,045,085, approximately $2,374,429 of which was
incurred during 2000. William T. Solomon, a director of the Company, is Chairman
of the Board of Austin Industries, Inc. The Company believes that the
above-described agreements were on terms as favorable as would have been
received from independent third parties.
On August 1, 1998, the Company entered into a three-year lease with The
Tetra Group, Inc., pursuant to which The Tetra Group, Inc. leased approximately
2,900 square feet of office space from the Company at an annual rental rate of
$38,821. Effective January 31, 2001, the lease was terminated and fully paid.
Hugh G. Robinson, who will retire as a director of the Company at the date of
the Annual Meeting, is Chairman and Chief Executive Officer of The Tetra Group,
Inc.. The Company believes that the above-described lease was on terms as
favorable as would have been received from an independent third party.
On November 3, 2000, the Company entered into a Retirement Agreement with
Ward L. Huey, Jr. See footnote (3) to the Summary Compensation Table on page 16.
19
22
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities (collectively, the
"Reporting Persons"), to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and to furnish the Company with copies of
these reports. Based on information provided to the Company by the Reporting
Persons, the Company believes that all filings required to be made by the
Reporting Persons during the fiscal year ended December 31, 2000 were made on a
timely basis, except for the delayed reporting by John W. Bassett, Jr., a
director of the Company, relating to 502 shares of the Company's Common Stock
held by his spouse at the time of their marriage in May 1998.
20
23
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
THE COMPENSATION COMMITTEE
The Compensation Committee (the "Committee") is composed entirely of
independent outside directors. The Board of Directors has delegated to the
Committee the authority to review, consider and determine the compensation of
the Company's senior executive officers listed in the Summary Compensation Table
on page 15 (the "Senior Executives"). The Committee follows the guidelines of
the Company's Executive Compensation Plan (the "ECP"), under which the Committee
makes recommendations to the Board of Directors regarding salary levels for the
Senior Executives and makes the final determination regarding bonuses and awards
of stock options and other stock-based compensation to such persons under the
Company's 1995 Stock Plan and 2000 Stock Plan (collectively, the "Stock Plans").
Levels of compensation for participants other than the Senior Executives are
determined in a manner similar to that described below for the Senior
Executives.
EXECUTIVE COMPENSATION PLAN
The ECP was implemented January 1, 1989. The key elements of the ECP are an
annual base salary, an annual target bonus opportunity, and long-term incentive
awards issued under the Stock Plans. The ECP is administered by the Committee,
the members of which are not eligible to participate in the ECP. Officers of the
Company and its subsidiaries, including the Chief Executive Officer and the
other Senior Executives, are automatically eligible to participate in the ECP.
The Committee selects additional participants according to their ability to
affect significantly the profitability of the Company.
The ECP is designed to provide a competitive level of compensation to key
executives, managers, and professionals through annual compensation as well as
long-term awards. The goals of the ECP are: (1) to establish a competitive
compensation program to attract, retain, and motivate employees in those
positions that most directly affect the Company's overall performance, and (2)
to encourage coordinated and sustained effort toward enhancing the Company's
performance and maximizing the Company's value to its shareholders. The receipt
by participants of bonus amounts is dependent upon the achievement of Company or
subsidiary financial performance targets and in certain cases, a portion of the
bonus is also dependent upon the financial performance of companies in the
geographic clusters which include the applicable subsidiary.
Long-term incentive awards (stock options or other stock-based awards) are
granted in December of each year. At the same time, base salary levels and bonus
opportunities are established for the following year. The Committee considers an
ECP participant's annual compensation package to include the long-term incentive
awards granted in December of the prior year, plus base salary and bonus
opportunity as determined for the current fiscal year. However, the rules of the
Securities and Exchange Commission require the reporting of compensation on a
calendar year basis. Consequently, the compensation packages presented herein
and in the Summary Compensation Table on page 15 include base salary and bonus
opportunities awarded with respect to 2000, which were established by the
Committee in December 1999, and option awards granted in December 2000.
The Committee works closely with the Chief Executive Officer and the Senior
Vice President/Human Resources in formulating its recommendations. It is the
policy of the Company to strive to establish a level for each element of a
participant's compensation that is approximately equal to the 75th percentile
for comparable companies. This target percentile was established at a level the
Committee believes is necessary to attract and retain outstanding executives.
For comparative purposes, the Committee utilizes a special cut survey of peer
media companies in determining base salaries and bonus opportunities and a
broader survey of companies in determining long-term incentive awards. The
survey is conducted by a nationally recognized compensation consultant. The
companies included in both the general compensation survey and the special cut
survey vary somewhat from those included in the group of peer companies
indicated in the Performance Graph on page 24 because certain companies included
in the peer group do not participate in the compensation survey and some
companies that participate in the compensation survey are not public companies.
21
24
Base Salary. The base salaries of the Senior Executives for 2000 were set
at levels approximating the target percentile of the special cut survey aimed
for by the Committee.
Annual Performance Bonus Opportunity. Each ECP participant has an
opportunity to earn an annual bonus based upon the financial performance of the
participant's organizational entity. Each Senior Executive's bonus opportunity
is based on the financial performance of the Company as a whole. In the case of
participants who are employees of subsidiaries located in the Texas, Southwest,
Northwest and Mid-Atlantic geographic clusters, generally 15% of the bonuses of
such participants is based on the aggregate financial performance of
subsidiaries located in those clusters. The Committee uses a percent of the base
salary of each ECP participant to establish the participant's bonus opportunity
range, based on survey comparisons. The Committee annually reviews minimum,
target and maximum levels of financial performance for each organizational
entity, based on business plans developed by Company management. Bonus amounts
for ECP participants are determined shortly following the end of each calendar
year.
If minimum performance levels have not been achieved, participants earn no
bonuses. Performance at the target level earns participants 100% of their bonus
amounts, and performance at the maximum level earns participants 200% of their
bonus amounts. If performance falls between the minimum level and the target
level, participants receive a prorated amount up to the target bonus amount
reflecting performance in excess of the minimum level. If performance falls
between the target and maximum performance levels, participants receive 100% of
their bonus amounts, plus an additional pro rata amount reflecting performance
in excess of the target level. The Committee believes that linking the bonus
opportunity directly to financial performance gives ECP participants an
incentive to focus on management objectives. Because the Company's financial
performance during 2000 fell between the target and maximum performance levels
for 2000, the Senior Executives received a prorated bonus amount of 113% of the
target performance level, except for Mr. Moroney, whose bonus is based on the
financial performance of Belo Interactive, Inc. and who received 100% of the
target performance level.
Long-Term Awards. The long-term incentive component of the ECP is designed
to encourage the retention of key executives, and the ultimate value of
long-term awards is determined by the Company's performance as reflected in the
market price of its stock. The Committee assigns to each ECP participant a
long-term incentive factor, expressed as a percent of base salary. The Committee
strives to set long-term incentive levels for participants that would place them
at approximately the 75th percentile of the survey considered by the Committee.
In determining levels of long-term incentive awards for participants, the
Committee attempts to estimate the present value of these awards, assuming the
Company's growth approximates media industry norms, and making use of the
Black-Scholes option pricing model. However, in determining stock option awards
in December 2000, the Committee used additional criteria and placed less
reliance on the Black-Scholes model valuations. Additional criteria used by the
Committee included the number of stock options granted to each participant
during the previous year, the level of responsibility of each participant and
such person's past and potential contribution toward the Company's performance.
The number of options awarded each ECP participant (including the Senior
Executives) in 2000 was less than would have been awarded using the
Black-Scholes model alone.
Stock Options. A total of 620,000 options for the Company's Series B
shares were granted to the Senior Executives in 2000 under the Stock Plans. The
Committee established an exercise price for such options equal to the market
price of the Series A shares on the date of grant. (See the Option/SAR Grants in
Last Fiscal Year table on page 16.) The Committee has never granted options at
exercise prices other than the market price of the Series A shares on the date
of grant and has never adjusted such prices retroactively (except pursuant to
the antidilution provisions of the options in connection with various stock
dividends).
While the value realizable from exercisable options is dependent upon the
extent to which the Company's performance is reflected in the market price of
its Common Stock at any particular point in time, the decision as to whether
this value will be realized in any particular year is primarily determined by
each individual executive. Accordingly, in analyzing annual compensation levels,
the Committee does not consider gains realized during any particular year by any
of the Senior Executives as a result of individual decisions to exercise stock
options or to sell restricted shares received in previous years. (See the
Aggregated Option/SAR
22
25
Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values table on
page 17 for the amounts realized by the Senior Executives from option exercises
in 2000 and the estimated unrealized value of unexercised options held by such
persons as of December 31, 2000.)
CEO COMPENSATION
Mr. Decherd is a participant in the ECP. In December 2000, the Committee
awarded Mr. Decherd stock options for 410,000 Series B shares. This amount
reflects the assessment described above that was used by the Committee in
evaluating stock option awards for 2000. Mr. Decherd's base salary was
established at a level generally corresponding to the compensation level aimed
for by the Committee. Mr. Decherd's 2000 bonus amount under the ECP was
determined solely in relation to the consolidated financial performance of the
Company and its subsidiaries. As a result of the target financial performance
levels established by the Committee with respect to 2000, Mr. Decherd received a
bonus in the amount of $635,900 with respect to 2000 reflecting Company
performance of 113% of the target performance level.
ONE MILLION DOLLAR LIMIT ON THE DEDUCTIBILITY OF EXECUTIVE COMPENSATION
The Omnibus Budget Reconciliation Act of 1993 placed a one million dollar
limit on the deductibility of certain compensation paid to the Chief Executive
Officer and the other Senior Executives for tax years beginning on or after
January 1, 1994. Certain compensation, including performance-based compensation
meeting specified requirements, is exempt from the limit. The Stock Plans do not
prohibit the granting of awards that are not subject to the deductions limit
established by Section 162(m) of the Code. The Committee intends to grant awards
that are not subject to the deduction limit to the extent that the structure of
such awards is consistent with corporate performance objectives.
Respectfully submitted,
COMPENSATION COMMITTEE
John W. Bassett, Jr., Chairman
Judith L. Craven, M.D., M.P.H.
Laurence E. Hirsch
Arturo Madrid, Ph.D.
J. McDonald Williams
23
26
PERFORMANCE GRAPH
The following graph compares the annual cumulative shareholder return on an
investment of $100 on December 31, 1995 in the Company's Series A shares, based
on the market price of the Series A shares and assuming reinvestment of
dividends, with the cumulative total return of a similar investment in companies
on the Standard & Poor's 500 Stock Index and in a group of peer companies
selected by the Company on a line-of-business basis and weighted for market
capitalization. The Company's current peer group includes the following
companies: BHC Communications, Inc.; Dow Jones & Company, Inc.; Gannett Company,
Inc.; Granite Broadcasting Corporation; Hearst-Argyle Corporation;
Knight-Ridder, Inc.; Lee Enterprises, Inc.; McClatchy Newspapers, Inc.; Media
General, Inc.; The New York Times Company; Pulitzer Publishing Company; The E.W.
Scripps Company; Tribune Company; The Washington Post Company; and Young
Broadcasting Corporation. Central Newspapers, Inc. and Times Mirror Company,
which were included in last year's peer group, were acquired in 2000 by Gannett
Company, Inc. and Tribune Company, respectively, and therefore are no longer
included in the peer group. The Company is not included in the calculation of
peer group cumulative total shareholder return on investment.
[GRAPH]
- ---------------------------------------------------------------------------------------------------------------------------------
12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ---------------------------------------------------------------------------------------------------------------------------------
Belo 100 102 165 119 115 98
S&P 500 100 123 164 211 255 232
Peer Group 100 121 185 197 249 217
ANNUAL REPORT ON FORM 10-K
UPON WRITTEN REQUEST OF ANY BENEFICIAL SHAREHOLDER OR SHAREHOLDER OF
RECORD, A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2000 (INCLUDING THE EXHIBITS, FINANCIAL STATEMENTS, AND THE
SCHEDULES THERETO) REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 13A-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934, MAY
BE OBTAINED, WITHOUT CHARGE, FROM THE SECRETARY OF THE COMPANY AT P.O. BOX
655237, DALLAS, TEXAS 75265-5237.
24
27
SHAREHOLDER PROPOSALS
A shareholder who intends to introduce a proposal for consideration at the
Company's 2002 Annual Meeting may seek to have that proposal and a statement in
support of the proposal included in the Company's Proxy Statement if the
proposal relates to a subject that is permitted under SEC Rule 14a-8.
Additionally, in order to be eligible for inclusion in the Company's Proxy
Statement, the shareholder must submit the proposal and supporting statement to
the Company not later than December 1, 2001 and must satisfy the other
requirements of Rule 14a-8.
A shareholder may otherwise propose business for consideration or nominate
persons for election to the Board of Directors, in compliance with federal proxy
rules, applicable state law and other legal requirements and without seeking to
have the proposal included in the Company's Proxy Statement pursuant to Rule
14a-8. The Company's bylaws provide that any such proposals or nominations must
be submitted to the Company between February 9, 2002 and March 11, 2002 in order
to be considered at the Company's 2002 Annual Meeting and must satisfy the other
requirements with respect to such proposals or nominations contained in the
Company's bylaws. If the shareholder does not also comply with the requirements
of SEC Rule 14a-4, the Company may exercise discretionary voting authority under
proxies it solicits to vote on any such proposal or nomination made by a
shareholder.
Copies of the Company's bylaws and SEC Rules 14a-4 and 14a-8 may be
obtained by contacting the Secretary of the Company at P.O. Box 655237, Dallas,
Texas 75265-5237, or by telephone at (214) 977-6606.
OTHER MATTERS
At the date of this Proxy Statement, management was not aware that any
matters not referred to in this Proxy Statement would be presented for action at
the Annual Meeting. If any other matters should come before the Annual Meeting,
the persons named in the accompanying form of proxy will have discretionary
authority to vote all proxies in accordance with their best judgment, unless
otherwise restricted by law.
By Order of the Board of Directors
GUY H. KERR
Secretary
Dated: March 30, 2001
25
28
APPENDIX A
AUDIT COMMITTEE CHARTER
1. Members. The Board of Directors shall appoint an Audit Committee of at
least three members, consisting entirely of independent directors of the Board,
and shall designate one member as chairperson. For purposes hereof the term
"independent" shall mean a director who meets the New York Stock Exchange
definition of independence, as determined by the Board. Each member of the
Company's Audit Committee must be financially literate and one member of the
Audit Committee shall have accounting or related financial management expertise,
both as determined in the Board's judgment.
2. Purposes, Duties, and Responsibilities. The Audit Committee shall
represent the Board of Directors in discharging its responsibility relating to
the accounting, reporting, and financial practices of the Company and its
subsidiaries, and shall have general responsibility for surveillance of
administration and financial controls and accounting and audit activities of the
Company and its subsidiaries. Specifically, the Audit Committee shall:
(i) Recommend to the Board of Directors, and evaluate, the firm of
independent certified public accountants to be appointed as auditors of the
Company and to perform the annual audit, which firm shall be ultimately
accountable to the Board of Directors through the Audit Committee.
(ii) Review with the independent auditors the scope of the audit and
the results of the annual audit examination by the independent auditors,
any reports of the independent auditors with respect to interim periods,
and, with the principal internal auditor of the Company, the scope and
results of the internal audit program. The Audit Committee Chair will
review the Company's quarterly financial statements and Form 10-Qs with the
independent auditors and management prior to filing.
(iii) Review the written statement from the outside auditor of the
Company concerning any relationships between the auditor and the Company or
any other relationships that may adversely affect the independence of the
auditor and assess the independence of the outside auditor as required
under Independent Standards Board Standard No. 1 and assess the
compatibility of such relationships with the outside auditor's independence
as required by SEC rules.
(iv) Review and discuss with management and the independent auditors
the financial statements of the Company, including an analysis of the
auditors' judgment as to the quality of the Company's accounting
principles.
(v) Review the adequacy of the Company's financial controls, with
particular emphasis on the scope and performance of the internal audit
function.
(vi) Review significant changes in the accounting policies of the
Company and accounting and financial reporting proposals that may have a
significant impact on the Company's financial reports, and make comments on
the foregoing to the Board of Directors.
(vii) Recommend to the Board of Directors based on the review and
discussion described in paragraphs (iii) and (iv) above, whether the
financial statements should be included in the Annual Report on Form 10-K.
(viii) Review the adequacy of the Audit Committee Charter on an annual
basis.
3. Meetings. The Audit Committee will meet as often as may be deemed
necessary or appropriate in its judgment, either in person or telephonically,
and at such times and places as the Audit Committee shall determine. The Audit
Committee shall report to the full Board of Directors with respect to its
meetings. The majority of the members of the Audit Committee shall constitute a
quorum.
A-1
29
YOUR PROXY CARD IS ATTACHED BELOW.
PLEASE READ AND FOLLOW THE INSTRUCTIONS
CAREFULLY AND DETACH AND RETURN YOUR
COMPLETED PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
DO NOT RETURN YOUR
PROXY CARD IF YOU VOTE
BY TELEPHONE OR INTERNET
ZAHB1B DETACH HERE
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF BELO CORP.
The undersigned hereby appoints Robert W. Decherd, Michael J. McCarthy,
and Guy H. Kerr, or any one or more of them, as Proxies, each with the power to
appoint his substitute, and hereby authorizes each of them to represent and to
vote as designated below all the shares of the Common Stock of Belo Corp. held
of record by the undersigned on March 15, 2001, at the Annual Meeting of
Shareholders to be held on May 9, 2001, and any adjournment or postponement
thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED "FOR" ALL NOMINEES STANDING FOR ELECTION AS CLASS III
DIRECTORS.
Please sign exactly as name appears. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in full partnership name by authorized person.
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE SEE REVERSE
SIDE SIDE
30
Your telelphone or Internet vote authorizes the named Proxies to vote your
shares in the same manner as if you marked, signed, and returned your proxy
card. Please note all votes cast via the telephone or the Internet must be cast
prior to 5:00 p.m. (Eastern Standard Time), May 8, 2001. If you wish to change
your address, please mark the box below and return your proxy by mail.
VOTE BY TELEPHONE VOTE BY INTERNET
Call Toll-Free on a Touch-Tone Phone GO TO HTTP://www.eproxyvote.com/blc
1-877-PRX-VOTE (1-877-779-8683). As with all Internet access, usage or server
There is NO CHARGE for this call. fees must be paid by the user.
FOLLOW THESE FOUR EASY STEPS: FOLLOW THESE FOUR EASY STEPS:
1. READ THE ACCOMPANYING PROXY STATEMENT 1. READ THE ACCOMPANYING PROXY STATEMENT
AND PROXY CARD. AND PROXY CARD.
2. CALL THE TOLL-FREE NUMBER 2. GO TO THE WEBSITE
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/blc
3. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER 3. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER
LOCATED ON YOUR PROXY CARD BELOW. LOCATED ON YOUR PROXY CARD BELOW.
4. FOLLOW THE RECORDED INSTRUCTIONS. 4. FOLLOW THE INSTRUCTIONS PROVIDED.
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
ZABS1A
DETACH HERE
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES STANDING FOR ELECTION AS CLASS III DIRECTORS.
1. Election of the following nominees as Class III Directors 2. At the discretion of such Proxies, on any other matter
(Term expires in 2004). that properly may come before the meeting or any
NOMINEES: (01) Judith L. Craven, M.D., M.P.H., adjournment or postponement thereof.
(02) Dealey D. Herndon, and (03) Stephen Hamblett.
FOR WITHHOLD
[ ] ALL [ ] AUTHORITY MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
NOMINEES FROM ALL
NOMINEES
[ ]
---------------------------------------
For all nominees except as noted above
PLEASE MARK, DATE, AND SIGN AS YOUR NAME APPEARS
AT LEFT AND RETURN IN THE ENVELOPE.
Please sign exactly as name appears. When shares
are held by joint tenants, both should sign. When
signing as attorney, executor, administrator,
trustee, or guardian, please give full title as
such. If a corporation, please sign in full
corporate name by President or other authorized
officer. If a partnership, please sign in
partnership name by authorized person.
Signature: Date: Signature: Date:
------------------------------------- --------- ------------------------------------- ---------
31
YOUR PROXY CARD FOR YOUR 401(k)
SHARES IS ATTACHED BELOW.
PLEASE READ AND FOLLOW THE INSTRUCTIONS
CAREFULLY AND DETACH AND RETURN YOUR
COMPLETED PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
DO NOT RETURN YOUR
PROXY CARD IF YOU VOTE
BY TELEPHONE OR INTERNET
ZABS1B DETACH HERE
PROXY
BELO
TO PARTICIPANTS IN THE BELO SAVINGS PLAN:
As a participant in the Belo Savings Plan with full shares of the
Company's Common Stock allocated to your account as of March 15, 2001, you may
instruct the Plan Trustee how to vote all shares allocated to your account at
the Annual Meeting of Shareholders to be held on May 9, 2001, and any
adjournment or postponement thereof. Your instructions to the Trustee will be
held in strict confidence and will be made available only to the inspectors of
the election at the Annual Meeting, none of whom is an employee of the Company.
Please use the other side of this form in giving your instructions.
Any shares held by the Trustee as to which it has not received voting
instructions by May 3, 2001, will be voted as directed by the administrative
committee appointed by the Board of Directors of the Company. Any shares held by
the Trustee as to which it has been instructed to sign the Board of Directors
proxy, with no additional instructions to the contrary indicated, will be voted
"FOR" all nominees standing for election as Class III Directors.
WELLS FARGO BANK TEXAS, N.A.,
TRUSTEE
(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
SEE REVERSE SEE REVERSE
SIDE SIDE
32
Your telephone or Internet vote authorizes the Trustee to vote your shares in
the same manner as if you marked, signed, and returned your proxy card. Please
note all votes cast via the telephone or the Internet must be cast prior to 5:00
p.m. (Eastern Standard Time), May 3, 2001. If you wish to change your address,
please mark the box below and return your proxy by mail.
VOTE BY TELEPHONE VOTE BY INTERNET
Call Toll-Free on a Touch-Tone Phone GO TO HTTP://www.eproxyvote.com/blc
1-877-PRX-VOTE (1-877-779-8683). As with all Internet access, usage or server
There is NO CHARGE for this call. fees must be paid by the user.
FOLLOW THESE FOUR EASY STEPS: FOLLOW THESE FOUR EASY STEPS:
1. READ THE ACCOMPANYING PROXY STATEMENT 1. READ THE ACCOMPANYING PROXY STATEMENT
AND PROXY CARD. AND PROXY CARD.
2. CALL THE TOLL-FREE NUMBER 2. GO TO THE WEBSITE
1-877-PRX-VOTE (1-877-779-8683). http://www.eproxyvote.com/blc
3. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER 3. ENTER YOUR 14-DIGIT VOTER CONTROL NUMBER
LOCATED ON YOUR PROXY CARD BELOW. LOCATED ON YOUR PROXY CARD BELOW.
4. FOLLOW THE RECORDED INSTRUCTIONS. 4. FOLLOW THE INSTRUCTIONS PROVIDED.
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.
YOUR VOTE IS IMPORTANT. THANK YOU FOR VOTING.
ZABS1A
DETACH HERE
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE.
WELLS FARGO BANK TEXAS, N.A., YOU ARE HEREBY INSTRUCTED TO SIGN THE BOARD OF
DIRECTORS PROXY. YOU ARE FURTHER INSTRUCTED TO DIRECT THE PROXY HOLDERS TO VOTE
AS FOLLOWS:
1. Election of the following nominees as Class III Directors 2. At the discretion of such Proxies, on any other matter
(Term expires in 2004). that properly may come before the meeting or any
NOMINEES: (01) Judith L. Craven, M.D., M.P.H., adjournment or postponement thereof.
(02) Dealey D. Herndon, and (03) Stephen Hamblett.
FOR WITHHOLD
[ ] ALL [ ] AUTHORITY MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
NOMINEES FROM ALL
NOMINEES
[ ]
---------------------------------------
For all nominees except as noted above
PLEASE MARK, DATE, AND SIGN AS YOUR NAME APPEARS AT LEFT
AND RETURN IN THE ENVELOPE.
I hereby authorize Wells Fargo Bank Texas, N.A., as
Trustee under the Belo Savings Plan, to vote the shares
of Common Stock held for my account under the Belo
Savings Plan at the Annual Meeting in accordance with
instructions given above. Wells Fargo Bank Texas, N.A.,
has appointed Equiserve as Agent to tally the votes.
Signature: Date: Signature: Date:
------------------------------------- --------- ------------------------------------- ---------