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EXHIBIT 4.6
SUPPLEMENT NO. 2 TO AMENDED AND RESTATED RIGHTS AGREEMENT
This Supplement No. 2 to the Amended and Restated Rights Agreement (the
"Rights Agreement") dated as of March 10, 1986, as amended and restated as of
February 28, 1996, as amended by Supplement No. 1 dated as of November 11, 1996,
between A. H. Belo Corporation, a Delaware corporation (the "Company"), and
Chemical Mellon Shareholder Services, L.L.C ("Chemical Mellon"), is made and
entered into by and between the Company and The First National Bank of Boston
("Bank of Boston"), as successor to Chemical Mellon as Rights Agent.
RECITALS
WHEREAS, the Board of Directors of Belo has declared a two-for-one
stock split in the form of a stock dividend on all outstanding shares of its
Common Stock, pursuant to which, on or about June 5, 1998 it will distribute one
share of its Series A Common Stock for each share of Series A Common Stock held
as of May 22, 1998 and one share of its Series B Common Stock for each of Series
B Common Stock held as of May 22, 1998 (the "Distribution"); and
WHEREAS, in connection with the Distribution, Belo and Bank of Boston
desire to amend the Rights Agreement pursuant to Section 27 of the Rights
Agreement;
NOW THEREFORE, the parties hereto agree to amend the Rights Agreement
as follows:
"Pursuant to the provisions of Section 11(n), as a
result of the Distribution (i) each Right shall entitle the
holder thereof to purchase one two-hundredth of a Preferred
Share, rather than one one-hundredth, at an exercise price of
$75 per one two-hundredth of a Preferred Share, and (ii) the
redemption price of $.01 per Right set forth in Section 23 is
hereby adjusted to $.005 per Right."
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IN WITNESS WHEREOF, the parties hereto have caused this Supplement
No. 2 to be duly executed and attested effective as of the 5th day of June,
1998.
A. H. BELO CORPORATION
ATTEST:
/s/ XXXXXXX X. XXXXXXXX By: /s/ XXXXXX XXXXXXXXX
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Name: Xxxxxxx X. XxXxxxxx Name: Xxxxxx Xxxxxxxxx
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Title: Secretary Title: Vice President
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BANK BOSTON, N.A.
ATTEST
/s/ XXXXXX XXXX By: /s/ XXXXX XXXXXX
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Name: Xxxxxx Xxxx Name: Xxxxx Xxxxxx
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Title: Account Manager Title: Director, Client Services
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