UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

A. H. BELO CORPORATION

Delaware		1-33741		38-3765318
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

P. O. Box 224866 Dallas, Texas		75222-4866
(Address of principal executive offices)		(Zip Code)

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      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Explanatory Note

A. H. Belo Corporation is filing this Amendment No. 1 (the “Amendment”) to our current report on Form 8-K as filed on April 2, 2009 (the “Original Report”) to amend and restate Item 4.01 Changes in Registrant’s Certifying Accountant. This Amendment is being filed in response to a comment letter dated April 3, 2009 from the Securities and Exchange Commission (“SEC”). This Amendment confirms that the Company’s former independent registered public accounting firm has been dismissed.

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 it 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 dismissed 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 April 7, 2009 is attached as Exhibit 16.1 to this Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

16.1		Letter from Ernst & Young to the Securities and Exchange Commission dated April 7, 2009
99.1		Press Release dated April 2, 2009

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.

EXHIBIT INDEX

16.1		Letter from Ernst & Young to the Securities and Exchange Commission dated April 7, 2009
99.1		Press Release dated April 2, 2009

Exhibit 16.1

April 7, 2009

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Ladies and Gentlemen:

We have read Item 4.01 of Form 8-K/A (Amendment No. 1) dated March 30, 2009, of A. H. Belo Corporation and are in agreement with the statements contained in the third, fourth and fifth paragraphs on page 2 therein. We have no basis to agree or disagree with other statements of the registrant contained therein.

/s/ Ernst & Young LLP

Exhibit 99.1

		FOR IMMEDIATE RELEASE
		Thursday, April 2, 2009
		7:00 A.M. CST

NEWSPAPER PUBLISHER A. H. BELO CORPORATION ANNOUNCES
ENGAGEMENT OF NEW AUDITING FIRM AND NOMINATION
OF DIRECTOR

     DALLAS – Newspaper publisher A. H. Belo Corporation (NYSE: AHC) announced today that the Company has engaged KPMG LLP as its independent registered public accounting firm, succeeding Ernst & Young LLP. Robert W. Decherd, chairman, president and Chief Executive Officer, said, “We thank Ernst & Young for the service they have provided to A. H. Belo before and after its transition to a separate public company. KPMG was selected after a thorough proposal process that carefully considered the needs of A. H. Belo in these challenging economic times. Our team looks forward to working with KPMG in its new role.”

     A. H. Belo also announced that its Board of Directors has nominated Tyree B. (Ty) Miller for election as a director of the Company at the annual meeting of shareholders on May 14, 2009. If elected, Miller will be a Class III director and his term will expire at A. H. Belo’s 2011 annual meeting. The A. H. Belo Board will have eight directors with the addition of Miller.

     Miller, 55, is a private investor whose professional career was spent primarily with Bank One and its successor JPMorgan Chase. During his 28-year career with Bank One, Miller held several executive positions, including President and Chief Executive Officer of Bank One Global Treasury Services from 2000-2004 and Chairman and Chief Executive Officer of Bank One, Texas NA from 1998-2000. From October 2005 to February 2008, Miller was a Venture Partner with Austin Ventures, a venture capital firm. Miller is also active in numerous industry and civic affairs.

     “We are truly pleased that Ty Miller has agreed to join the A. H. Belo Board while the Company and the newspaper industry face so many challenges,” said John P. Puerner, Chairman of the Nominating and Governance Committee and Lead Director.

“Ty’s background in banking and working with companies to re-think business models will add immediate value to the Board’s deliberations.”

About A. H. Belo Corporation

     A. H. Belo Corporation (NYSE: AHC), headquartered in Dallas, Texas, is a distinguished newspaper publishing and local news and information company that owns and operates four daily newspapers and a diverse group of Web sites. A. H. Belo publishes The Dallas Morning News, Texas’ leading newspaper and winner of eight Pulitzer Prizes since 1986; The Providence Journal, the oldest continuously-published daily newspaper in the U.S. and winner of four Pulitzer Prizes; The Press-Enterprise (Riverside, CA), serving southern California’s Inland Empire region and winner of one Pulitzer Prize; and the Denton Record-Chronicle. The Company publishes various specialty publications targeting niche audiences, and its partnerships and/or investments include the Yahoo! Newspaper Consortium and Classified Ventures, owner of cars.com. A. H. Belo also owns direct mail and commercial printing businesses. Additional information is available at www.ahbelo.com or by contacting Alison K. Engel, senior vice president/Chief Financial Officer, at 214-977-2248.