Schedule 13D/Amendment No. 13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
(Name of Issuer)
Series B Common Stock, par value $1.67 per share
(Title of Class of Securities)
(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)
(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 persons 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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1 |
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NAMES OF REPORTING PERSONS
Robert W. Decherd |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO (1) |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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6,500,232(2)(3) |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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23,159(2)(4) |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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6,500,232(2)(3) |
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WITH |
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SHARED DISPOSITIVE POWER |
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23,159(2)(4) |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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6,523,391(2)(3) |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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þ
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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49.1% |
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TYPE OF REPORTING PERSON |
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IN |
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(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. Decherds 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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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 Persons 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 Issuers Series
B common stock to an equal number of the Issuers 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 Issuers
Series B common stock. In addition, the Reporting Persons 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 Issuers Series B common stock. No funds were
expended in connection with the foregoing transactions.
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Item 4. Purpose of Transaction.
The Reporting Persons 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 Issuers 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 Persons obligations under the federal securities laws,
determine to increase or decrease his ownership of shares of the Issuers Series A and B common
stock through purchases or sales in the open market or in privately-negotiated transactions. The
Reporting Persons review of his investment in the Issuer will depend on various factors, including
the Issuers business prospects, other developments concerning the Issuer, general economic
conditions, financial and stock market conditions, the Reporting Persons 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 Issuers business or corporate structure,
(vi) changes in the Issuers 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 Issuers Series B common stock, representing
approximately 49.1% of the 13,275,279 shares of the Issuers 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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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 Persons 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 Issuers Series B
common stock, which represents approximately 49.0% of the shares of the Issuers 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 Issuers 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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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.
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Dated: February 12, 2010 |
/s/
Robert W. Decherd |
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Robert W. Decherd |
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