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): March 30, 2009
A. H. BELO CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1-33741
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38-3765318 |
| (State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of incorporation)
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Identification No.) |
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P. O. Box 224866
Dallas, Texas
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75222-4866 |
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(Zip Code) |
Registrant’s telephone number, including area code: (214) 977-8200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Item 4.01. Changes in Registrant’s Certifying Accountant.
(a) and (b) Changes in Independent Registered Public Accounting Firm
On March 4, 2009, the Audit Committee of the Board of Directors of A. H. Belo Corporation approved
the engagement of KPMG LLP as the Company’s independent registered public accounting firm for the
year ending December 31, 2009, subject to KPMG’s completion of its client acceptance process. On March 30, 2009, KPMG informed the Company that KPMG had completed this process. Attached as
Exhibit 99.1 is the Company’s press release announcing the KPMG engagement.
During the years ended December 31, 2007 and December 31, 2008 and through March 30, 2009, neither
the Company nor anyone on its behalf has consulted KPMG with respect to either (i) the application
of accounting principles to a specified transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the Company’s financial statements, and neither a written
report nor oral advice was provided to the Company that KPMG concluded was an important factor
considered by the Company in reaching a decision as to any accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or
a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
In connection with the selection of KPMG, the Audit Committee decided not to continue the
engagement of Ernst & Young LLP as the Company’s independent registered public accounting firm
effective as of March 31, 2009. The reports of Ernst & Young LLP (“Ernst & Young”) on the
Company’s financial statements for the years ended December 31, 2007 and December 31, 2008 did not
contain an adverse opinion or a disclaimer of an opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
In connection with the audits of the years ended December 31, 2007 and December 31, 2008 and
through March 31, 2009, there were (1) no disagreements (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K) with Ernst & Young on
any matter of accounting principles or practices, financial statement disclosure, or auditing scope
or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young, would have
caused Ernst & Young to make reference to the subject matter of the disagreements in its reports on
the financial statements of such years; and (2) no events of the type listed in paragraphs (A)
through (D) of Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Ernst & Young with a copy of the above disclosures, and has requested
Ernst & Young to furnish the Company with a letter addressed to the SEC stating whether or not it
agrees with the statements made above. A copy of Ernst & Young’s letter dated March 31, 2009 is
attached as Exhibit 16.1 to this Report.