Belo Corp - Current report filing (8-K)
January 15 2008 - 12:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 11, 2008
BELO CORP.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of in Company or organization)
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1-8598
(Commission File Number)
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75-0135890
(I.R.S. Employer
Identification No.)
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P. O. Box 655237
Dallas, Texas
(Address of principal executive offices)
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75265-5237
(Zip Code)
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Registrants telephone number, including area code: (214) 977-6606
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events.
On
January 11, 2008, the Company issued a press release announcing that its Board of Directors had
approved details of the Companys previously-announced plan to create separate television and
newspaper businesses through the spin-off of its newspapers and related assets into a
publicly-traded company called A. H. Belo Corporation. The transaction will be completed through a
special tax-free stock dividend distribution to shareholders on all outstanding shares of Belo
Corp. common stock. A copy of the press release (expressly
including, without limitation, the last two paragraphs, regarding
forward-looking statements) is attached as Exhibit 99.1 and is incorporated by reference herein.
Even if, as expected, the distribution otherwise qualifies for tax-free treatment
under Section 355 of the Internal Revenue Code of 1986, as amended, Belo Corp. (but not its
shareholders) will recognize approximately $51.9 million of previously deferred intercompany gains
in connection with the distribution, resulting in an approximate $18
million federal income tax obligation and a state tax obligation in
an amount that is not presently estimable. If such gains are adjusted then (i) Belo Corp. and A. H. Belo
Corporation shall be responsible for paying the additional tax associated with any increase in such
gains in the ratio of one-third and two-thirds, respectively, and (ii) Belo Corp. shall be entitled
to any refund attributable to any reduction of such gains except to the extent the refund is
attributable to an increase in the amount of such gains from approximately $51.9 million, in which
case the refund or portion thereof shall also be shared between Belo Corp. and A. H. Belo
Corporation in the ratio of one-third and two-thirds, respectively.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
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99.1
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Press Release issued by Belo Corp. on January 11, 2008
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Signatures
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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Date: January 15, 2008
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BELO CORP.
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By:
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/s/ Russell F. Coleman
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Russell F. Coleman
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Vice President/General Counsel
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EXHIBIT INDEX
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99.1
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Press Release issued by Belo Corp.
on January 11, 2008
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