-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sr3FhmEroMnHlLfnpxPUDRiQnR8ltXhF4adtkewcawMwJQmP2/xNHVrMVTk6cVR1 viUeLuG16rXQ4xigSn327A== 0000950123-10-012589.txt : 20100216 0000950123-10-012589.hdr.sgml : 20100215 20100216060152 ACCESSION NUMBER: 0000950123-10-012589 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DECHERD ROBERT W CENTRAL INDEX KEY: 0000903649 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BELO CORP CENTRAL INDEX KEY: 0000356080 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 750135890 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33100 FILM NUMBER: 10602131 BUSINESS ADDRESS: STREET 1: 400 S RECORD ST STREET 2: COMMUNICATIONS CENTER CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2149776600 MAIL ADDRESS: STREET 1: P O BOX 655237 CITY: DALLAS STATE: TX ZIP: 75265 FORMER COMPANY: FORMER CONFORMED NAME: BELO A H CORP DATE OF NAME CHANGE: 19920703 SC 13D/A 1 c96161sc13dza.htm SCHEDULE 13D/AMENDMENT NO. 13 Schedule 13D/Amendment No. 13
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 13)*

Belo Corp.
(Name of Issuer)
Series B Common Stock, par value $1.67 per share
(Title of Class of Securities)
080555 20 4
(CUSIP Number)
Robert W. Decherd
Belo Corp.
P.O. Box 655237
Dallas, TX 75265
(214) 977-6606
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 1, 2009
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 


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CUSIP No.
 
080555 20 4 
               

 

           
1   NAMES OF REPORTING PERSONS

Robert W. Decherd
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)   o 
  (b)   o 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO (1)
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  7   SOLE VOTING POWER
     
NUMBER OF   6,500,232(2)(3)
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   23,159(2)(4)
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   6,500,232(2)(3)
       
WITH 10   SHARED DISPOSITIVE POWER
     
    23,159(2)(4)
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  6,523,391(2)(3)
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  þ
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
  49.1%
     
14   TYPE OF REPORTING PERSON
   
  IN

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CUSIP No.
 
080555 20 4 
               
                     
                     
(1) See Item 3.
(2) Series B common stock is convertible at any time on a share-for-share basis into Series A common stock.
(3) Includes 1,632,925 Series B shares subject to presently exercisable options or options exercisable within 60 days of the date of this Amendment No. 13 to Schedule 13D. Such number does not include 1,200 Series B shares owned by Mr. Decherd’s wife, as to all of which shares Mr. Decherd disclaims beneficial ownership.
(4) These shares of Series B stock are held by Mr. Decherd in joint tenancy with his wife.

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CUSIP No.
 
080555 20 4 
               
         
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CUSIP No.
 
080555 20 4 
               
This Amendment No. 13 (this “Amendment”) to Schedule 13D is filed to report the following changes to the information previously disclosed in Amendment No. 13 to Schedule 13D filed August 19, 2009.
Item 1. Security and Issuer
No material change.
Item 2. Identity and Background
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person’s deemed dispositions reflected in this Amendment No. 13 to Schedule 13D result from the conversion on December 1, 2009 of a total of 243,440 shares of the Issuer’s Series B common stock to an equal number of the Issuer’s Series A common stock and the expiration on December 16, 2009, of employee stock options to acquire a total of 340,000 shares of the Issuer’s Series B common stock. In addition, the Reporting Person’s deemed acquisition reflected in this Amendment No. 13 to Schedule 13D results from the vesting on December 13, 2009, of employee stock options to acquire a total of 47,196 shares of the Issuer’s Series B common stock. No funds were expended in connection with the foregoing transactions.

 

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CUSIP No.
 
080555 20 4 
               
Item 4. Purpose of Transaction.
The Reporting Person’s deemed dispositions requiring the filing of this Amendment No. 13 to Schedule 13D are the conversion of Series B common stock to Series A common stock and the expiration of employee stock options to acquire shares of the Issuer’s Series B common stock. The Reporting Person intends to review his investment in the Issuer on a continuing basis and may, at any time, consistent with the Reporting Person’s obligations under the federal securities laws, determine to increase or decrease his ownership of shares of the Issuer’s Series A and B common stock through purchases or sales in the open market or in privately-negotiated transactions. The Reporting Person’s review of his investment in the Issuer will depend on various factors, including the Issuer’s business prospects, other developments concerning the Issuer, general economic conditions, financial and stock market conditions, the Reporting Person’s personal financial situation, need for, and availability of capital, and any other facts and circumstances which may become known to the Reporting Person regarding his investment in the Issuer. At the time of filing this Amendment No. 13 to Schedule 13D, the Reporting Person has no plans to purchase additional shares of common stock in the open market in the immediate future. However, the Reporting Person may engage in privately-negotiated transactions in the future, may from time-to-time acquire additional shares of common stock under various benefit and compensation arrangements of the Issuer, and reserves his right to reevaluate his investment in the Issuer and to purchase additional shares in the open market or otherwise.
Except as may occur in the ordinary course of business of the Issuer, the Reporting Person has no present plans or proposals which relate to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries, (ii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (iii) any change in the board of directors or executive management of the Issuer or any of its subsidiaries, (iv) any material change in the present capitalization or dividend policy of the Issuer, (v) any other material change in the Issuer’s business or corporate structure, (vi) changes in the Issuer’s Certificate of Incorporation or bylaws or other actions that may impede the acquisition of control of the Issuer by any person, (vii) a series of securities of the Issuer being delisted from a national securities exchange or no longer being quoted in an inter-dealer quotation system of a registered national securities association, (viii) a series of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or (ix) any action similar to any of those described above. However, the Reporting Person, in his capacity as Chairman of the Board may, from time to time, become aware of, initiate, and/or be involved in discussions that relate to the transactions described in this Item 4 and thus retains his right to modify his plans with respect to the transactions described in this Item 4 to acquire or dispose of securities of the Issuer and to formulate plans and proposals that could result in the occurrence of any such events, subject to applicable laws and regulations.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of filing of this Amendment No. 13 to Schedule 13D, the Reporting Person beneficially owns 6,523,391 shares of the Issuer’s Series B common stock, representing approximately 49.1% of the 13,275,279 shares of the Issuer’s Series B common stock treated as being outstanding as of December 31, 2009. Such number of shares includes 23,159 Series B

 

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CUSIP No.
 
080555 20 4 
               
shares owned by the Reporting Person and his wife, as to which the Reporting Person shares voting and dispositive power, 1,632,925 Series B shares subject to presenting exercisable options or options exercisable within 60 days of the date of filing of this Amendment No. 13 to Schedule 13D. Such number does not include 1,200 Series B shares held by the Reporting Person’s wife, as to all of which shares the Reporting Person disclaims beneficial ownership.
(b) As of the date of filing of this Amendment No. 13 to Schedule 13D, the Reporting Person has sole voting power and sole dispositive power over 6,500,232 shares of the Issuer’s Series B common stock, which represents approximately 49.0% of the shares of the Issuer’s Series B common stock treated as being outstanding as of December 31, 2009. As of the date of filing of this Amendment No. 13 to Schedule 13D, the Reporting Person has shared voting power and shared dispositive power over 23,159 shares of the Issuer’s Series B common stock, which represents approximately 0.17% of the shares of the Series B common stock of the Issuer treated as being outstanding as of December 31, 2009, based upon the number of shares reported by the Issuer to be outstanding as of December 31, 2009.
(c) Except as disclosed in Item 3, the Reporting Person has not effected any transaction involving the acquisition or exchange of shares of the Series B common stock of the Issuer during the past 60 days.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
No material change.
Item 7. Material to be Filed as Exhibits.
No material change.

 

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CUSIP No.
 
080555 20 4 
               
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
     
Dated: February 12, 2010  /s/ Robert W. Decherd  
  Robert W. Decherd   
     
 

 

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