BELO CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2013-12-24: Form 8-K; Period of report 2013-12-23; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 2.01.
- 2013-12-18: Form 8-K; Period of report 2013-12-16; Description 8.01 Other Events; Details 8.01.
- 2013-10-31: Form 8-K; Period of report 2013-10-31; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2013-09-30: Form 8-K; Period of report 2013-09-25; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2013-12-24 | 8-K | 2013-12-23 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 2.01 On December 23, 2013 (the “Closing Date”), Belo Corp. (“Belo”) completed the previously announced merger transaction contemplated in the Agreement and Plan of Merger, dated June 12, 2013 (the “Merger Agreement”), among Belo, Gannett Co., Inc. (“Gannett”), and Delta Acquisition Corp., a wholly-owned subsidiary of Gannett (“Merger Sub”). 3.01 On December 23, 2013, in connection with the Merger, Belo notified the New York Stock Exchange (the “NYSE”) that the Merger had been completed, and requested that trading of Belo’s Series A Common Stock on the NYSE be suspended after the close of trading on December 23, 2013. 3.03 The information set forth in Items 2.01, 3.01 and 5.03 is incorporated herein by reference. 5.01 A change of control of Belo occurred on December 23, 2013, upon the Effective Time of the Merger, at which time Merger Sub merged with and into Belo. 5.02 In connection with the Merger and as contemplated by the Merger Agreement, all of the directors of Belo immediately prior to the Effective Time ceased to be directors of Belo at the Effective Time and were replaced by Gracia C. Martore and David T. Lougee. 5.03 Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of Belo was amended and restated in its entirety, so that it reads in its entirety as the certificate of incorporation of the Surviving Corporation (the “Amended and Restated Certificate of Incorporation”). | d648988d8k.htm |
| 2013-12-18 | 8-K | 2013-12-16 | 8.01 Other Events | 8.01 On December 16, 2013, Belo Corp., a Delaware corporation (“Belo”), and Gannett Co., Inc., a Delaware corporation (“Gannett”), jointly announced that they have reached an agreement with the U.S. Department of Justice that should enable the companies to complete the previously announced acquisition of Belo by Gannett in 2013. | d646684d8k.htm |
| 2013-10-31 | 8-K | 2013-10-31 | 2.02 Results of Operations and Financial Condition | 2.02 On October 31, 2013, Belo Corp. announced its consolidated financial results for the quarter ended September 30, 2013. | d620770d8k.htm |
| 2013-09-30 | 8-K | 2013-09-25 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 A special meeting of shareholders of Belo Corp. (“Belo”) was held on September 25, 2013. | d604354d8k.htm |
| 2013-08-23 | 8-K | 2013-08-22 | 8.01 Other Events | 8.01 On August 22, 2013, Belo Corp. (“Belo”) and Gannett Co., Inc. (“Gannett”) each received a request for additional information and documents (also known as a “second requests”) from the U.S. Department of Justice pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with Gannett’s proposed acquisition of Belo. | d588619d8k.htm |
| 2013-07-31 | 8-K | 2013-07-30 | 2.02 Results of Operations and Financial Condition | 2.02 On July 30, 2013, Belo Corp. announced its consolidated financial results for the quarter ended June 30, 2013. | d576894d8k.htm |
| 2013-06-18 | 8-K | 2013-06-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 On June 12, 2013, Belo Corp., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Gannett Co., Inc., a Delaware corporation (“Gannett”), and Delta Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Gannett (“Merger Sub”). | d555606d8k.htm |
| 2013-06-13 | 8-K | 2013-06-12 | 8.01 Other Events | 8.01 On June 13, 2013, Belo Corp. (“Belo”) and Gannett Co., Inc. (“Gannett”) issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of June 12, 2013, by and among Belo, Gannett and Delta Acquisition Corp., a subsidiary of Gannett. | belo8-kannouncingmergeragree.htm |
| 2013-05-09 | 8-K | 2013-05-07 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The 2013 Annual Meeting of Shareholders of Belo Corp. (the “Company” or “Belo”) was held on May 7, 2013, in Dallas, Texas. | d536842d8k.htm |
| 2013-04-25 | 8-K | 2013-04-25 | 2.02 Results of Operations and Financial Condition | 2.02 On April 25, 2013, Belo Corp. announced its consolidated financial results for the quarter ended March 31, 2013. | d526927d8k.htm |
| 2013-03-04 | 8-K | 2013-02-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 28, 2013, the Compensation Committee (the “Committee”) approved 2013 compensation arrangements for the Company’s executive officers. | d498334d8k.htm |
| 2013-02-08 | 8-K | 2013-02-08 | 2.02 Results of Operations and Financial Condition | 2.02 On February 8, 2013, Belo Corp. announced its consolidated financial results for the quarter and full year ended December 31, 2012. | d484297d8k.htm |