1
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 /X/
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))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
A. H. BELO CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
2
[U.S. TRUST LETTERHEAD]
NOTICE TO PARTICIPANTS
IN THE
U.S. TRUST A.H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
OR
EMPLOYEE THRIFT PLAN
Dear Plan Participant:
Enclosed with this notice is the Proxy Statement of A.H. Belo Corporation
(the "Company"), describing the Annual Meeting of Shareholders to be held on
May 8, 1996 (the "Annual Meeting"). The Annual Meeting will be for the purpose
of electing Class I Directors. The Proxy Statement has been prepared by the
Board of Directors of the Company, in connection with the business to be
transacted at the Annual Meeting.
DIRECTIONS TO THE TRUSTEE
Only U.S. Trust Company of California, N.A., as trustee (the "Trustee") of
both the A.H. Belo Corporation Employee Savings and Investment Plan (the
"Savings and Investment Plan") and the A.H. Belo Corporation Employee Thrift
Plan (the "Thrift Plan" and collectively, the "Plans"), can vote the shares of
the Company stock ("Shares") held by the Plans. However, under the terms of the
Plans, you as a participant are entitled to instruct the Trustee how to vote
these Shares.
Enclosed with this notice is a confidential voting instruction card which
is provided to you for the purpose of instructing the Trustee how to vote the
Shares concerning the election of directors. Your interest in this matter is
important. Please take the time to complete the instruction card and return it
in the envelope provided. You may instruct the Trustee to vote for or to
withhold authority to vote for all or any individual nominee. The Board of
Directors has appointed an administrative committee (the "Committee") as named
fiduciary. If you do not provide instructions to the Trustee, your Shares will
be voted at the discretion of the Committee.
The Trustee will vote all Shares of the Plans in accordance with the
instructions set forth on the voting instruction cards which are received by
the Trustee on or before May 6, 1996, unless the Trustee determines such
instructions are contrary to the requirements of the Employee Retirement Income
Security Act of 1974, as amended (ERISA). If you sign, date and return a voting
instruction card but do not check any boxes on the card, the Trustee will vote
your Shares FOR Item 1, the election of Class I Directors.
CONFIDENTIALITY AND INSTRUCTIONS
How you vote will not be revealed, directly or indirectly, to any officer,
to any other employee, or any director of the Company or to anyone else, except
as otherwise required by law. You should, therefore, feel completely free to
instruct the Trustee to vote Shares in the manner you think best.
VOTING DEADLINE
Because of the time required to tabulate voting instructions from
participants before the Annual Meeting, the Trustee must establish a cut-off
date for receiving your instruction cards. The cut-off date established by the
Trustee is May 6, 1996. The Trustee cannot insure that instruction cards
received after the cut-off date will be tabulated. Therefore, it is important
that you act promptly and return your instruction card on or before May 6,
1996, in the envelope provided for your convenience. If the Trustee does not
receive timely instructions from you with respect to your Shares, the Trustee
will vote such Shares in accordance with the Committee's instructions.
3
FURTHER INFORMATION
If you are a direct shareholder of A.H. Belo Corporation, you will
receive, under separate cover, proxy solicitation materials, including the
Company's 1995 Annual Report and the Notice of the 1996 Annual Meeting and
Proxy Statement. Therefore, the Annual Report and the Proxy Statement are not
included in this mailing. Included with the proxy solicitation materials you
will receive as a direct shareholder is a proxy card, which you must use to
vote your directly-owned Shares. That card CANNOT be used to direct the voting
of Shares held by the Plans. You must use the enclosed voting instruction card
to vote your Shares held by the Plans.
If you have questions regarding the information provided to you, you may
contact the Trustee at the following toll-free number between 8:30 A.M. and
5:00 P.M. Pacific Time, Monday through Friday:
(800) 535-3093
Your ability to instruct the Trustee how to vote your Shares held in
either the Savings and Investment Plan or the Thrift Plan is an important part
of your rights as a participant. Please consider the enclosed material
carefully and then furnish your voting instructions promptly.
April 12, 1996
U.S. Trust Company of California, N.A.
as Trustee of
A.H. BELO CORPORATION
EMPLOYEE SAVINGS AND INVESTMENT PLAN
and
A.H. BELO CORPORATION
EMPLOYEE THRIFT PLAN