Current Report Filing (8-k)
March 08 2019 - 7:36AM
Edgar (US Regulatory)
UNITED
S
T
A
TES
SECURITIES
AND
EXCHANGE
COMMISSION
W
ASHING
T
ON,
D.C.
20549
FORM
8-K
CURRENT
REPO
R
T
PURSUANT
T
O
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934
Date
of
Report
(Date
of
earliest
event
reported
):
March
7
,
201
9
(Exact
name
of
registrant
as
specified
in
its
charter)
Commission
file
number:
1-33741
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Texas
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38-3765318
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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P. O. Box 224866, Dallas, Texas 75222-4866
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(214) 977-82
22
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(Address
of
principal
executive
offices,
including
zip
code)
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(Registrant’s
telephone
number,
including
area
code)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Check
the
appropriate
box
below
if
the
Form
8-K
filing
is
intended
to
simultaneously
satisfy
the
filing
obligation
of
the
registrant
under
any
of
the
following
provisions:
☐
Written
communications
pursuant
to
Rule
425
under
the
Securities
Act
(17
CFR
230.425)
☐
Soliciting
material
pursuant
to
Rule
14a-12
under
the
Exchange
Act
(17
CFR
240.14a-12)
☐
Pre-commencement
communications
pursuant
to
Rule
14d-2(b)
under
the
Exchange
Act
(17
CFR
240.14d-2(b))
☐
Pre-commencement
communications
pursuant
to
Rule
13e-4(c)
under
the
Exchange
Act
(17
CFR
240.13e-4(c))
Item
2.02.
Results
of
Operations
and
Financial
Condition.
On
March 8
,
2019,
A.
H
.
Belo
Corporation
(the “Company”)
announced
its
consolidated
financial
results
for
the
three months ended
December
3
1
, 2018
.
A copy
of
the
announcement
press
release
is
furnished
with
this
report
as
Exhibit
99.1.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On March 7, 2019
, director John P. Puerner advised the Board of Directors (the "Board") of A. H. Belo Corporation that he will retire from the Board at the expiration of his current term immediately following the Company’s 2019 annual meeting of shareholders on May 9, 2019
,
and will not stand for re-election as a director.
As a result of Mr. Puerner’s retirement, on March 7, 2019, the Company’s Board of Directors, in accordance with the provisions of its Bylaws, approved a resolution reducing the size of
the
Company’s Board of Directors from eight (8) directors to seven (7) directors effective as of May 9, 2019.
Item
8.01
.
Other Events
.
On March 7, 2019, the Company’s Board of Directors approved a second quarter 201
9
dividend of $
0
.08 per share. The dividend will be payable on June
7
, 2019
to shareholders of record at the close of business on May
17
, 2019. A copy of the announcement press release is furnished with this report as Exhibit 99.2.
On March 7, 2019, the Company’s Board of Directors authorized the repurchase of up to an additional 1,500,000 shares of the Company’s Series A common stock, par value $0.01 per share, from time to time in open market repurchases, including block repurchases
,
or individually negotiated transactions. As of March 7, 2019, the Company had 724,812 shares remaining under its prior Board-approved repurchase authority. The aggregate amount of repurchases, including under prior authority, is limited to $8.8 million.
Item
9.01.
Financial
Statements
and
Exhibits.
(d)
Exhibits
.
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99.1
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Press
Release
issued
by
A.
H.
Belo
Corporation
on
March 8, 2019
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99.2
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Dividend announcement by A. H. Belo Corporation
on March 8, 2019
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SIGN
A
TURE
Pursuant to
the requirements
of the
Securities Exchange
Act of
1934, the
Registrant
has duly
caused this
report to
be signed
on its
behalf
by
the
undersigned
thereunto
duly
authorized.
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A.
H.
BELO
CORPORATION
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Date:
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March 8, 2019
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By:
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/s/
Katy Murray
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Katy Murray
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Senior Vice President/Chief Financial Officer
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