- Amended Statement of Ownership (SC 13G/A)
February 13 2009 - 4:34PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
(Amendment No. 22)*
BELO CORP.
(Name of Issuer)
Series A Common Stock, par value $1.67 per share
(Title of Class of Securities)
080555 10 5
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o
Rule 13d-1(b)
o
Rule 13d-1(c)
þ
Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
Persons who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.
SEC 1745 (3-06)
Schedule 13G (continued)
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CUSIP No.
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080555 10 5
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Page
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2
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of
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5
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Pages
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1.
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (Entities Only)
Robert W. Decherd
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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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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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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5.
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SOLE VOTING POWER
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NUMBER OF
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8,240,299 (1)(2)
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SHARES
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6.
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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23,159 (1)(3)
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EACH
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7.
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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8,240,299 (1)(2)
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WITH
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8.
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SHARED DISPOSITIVE POWER
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23,159 (1)(3)
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,263,458 (1)(2) See Item 4 below.
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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þ
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.5%(4)
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12.
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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Schedule 13G (continued)
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CUSIP No.
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080555 10 5
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Page
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3
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of
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5
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Pages
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ITEM 1.
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(b)
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Address of Issuers Principal Executive Offices:
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P.O. Box 655237
Dallas, Texas 75265-5237
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ITEM 2.
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(a)
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Name of Person Filing:
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(b)
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Address of Principal Business Office, or if none, Residence:
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P.O. Box 655237
Dallas, Texas 75265-5237
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(d)
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Title of Class of Securities:
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Series A Common Stock, par value $1.67 per share
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ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK
WHETHER THE PERSON FILING IS A:
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(a)
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o
Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o).
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(b)
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Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78o).
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(d)
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o
Investment Company registered under Section 8 of the Investment Company
Act (15 U.S.C. 80a-8).
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(e)
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o
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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o
An employee benefit plan or endowment fund in accordance with §
240.13d-1(b)(1)(ii)(F);
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Schedule 13G (continued)
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CUSIP No.
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080555 10 5
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Page
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4
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of
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5
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Pages
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(g)
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A parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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o
A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
Group, in accordance with § 240.13d-1(b)(1)(ii)(J).
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ITEM 4. OWNERSHIP.
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(a)
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Amount Beneficially Owned: 8,263,458 (1)(2)
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(b)
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Percent of Class: 8.5%(4)
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(c)
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Number of shares as to which the person has:
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(i)
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sole power to vote or to direct the vote: 8,240,299 (1)(2)
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(ii)
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shared power to vote or to direct the vote: 23,159 (1)(3)
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(iii)
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sole power to dispose or to direct the disposition of: 8,240,299 (1)(2)
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(iv)
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shared power to dispose or to direct the disposition of: 23,159 (1)(3)
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(1)
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Series B common stock is convertible at any time on a share-for-share basis into Series A
common stock. Pursuant to Rule 13d-3(d)(1)(i), the Reporting Person is deemed to be the
beneficial owner of the Series A shares into which the Series B shares are convertible, and
such Series A shares are included in this number.
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(2)
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Includes 1,907,013 Series B shares subject to options that are presently exercisable or that
become exercisable within 60 days, 55,995 Series A shares subject to restricted stock units
that may become issuable within 60 days, 5,468 Series A shares held in the Issuers 401(k)
plan, and 2,180,008 Series B shares indirectly held in grantor retained annuity trusts (the
GRATs). Also includes trusts (the Trusts) for which Mr. Decherd serves as trustee, which
hold 13,980 Series A shares. The number does not include 1,200 Series A shares and 1,200
Series B shares owned by Mr. Decherds wife, and 25,000 Series B shares held in trusts
established for the benefit of Mr. Decherds daughter, as to all of which shares Mr. Decherd
disclaims beneficial ownership.
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(3)
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These shares of Series B stock are held by Mr. Decherd in joint tenancy with his wife.
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(4)
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Pursuant to Rule 13d-3(d)(1)(i), this percentage of ownership was calculated by taking the
total number of Series A shares beneficially owned by the Reporting Person (i.e., total Series
A and Series B shares beneficially owned by the Reporting Person, including the total number
of Series A and Series B shares the Reporting Person has the right to acquire or receive
within 60 days pursuant to exercisable options and convertible securities) and dividing that
number by the total number of Series A shares outstanding (i.e., the total Series A shares
outstanding plus the Series B holdings of the Reporting Person plus the total number of Series
A shares the Reporting Person has the right to acquire or receive within 60 days pursuant to
exercisable options and convertible securities). The outstanding Series A shares used in this
calculation include Series A shares into which the Series B
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Schedule 13G (continued)
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CUSIP No.
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080555 10 5
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Page
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5
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of
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5
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Pages
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holdings of the Reporting Person are convertible but does not contemplate the conversion of the
Series B holdings of any other individual or entity. If the percentage were calculated to
include
all
of the outstanding Series B shares which are convertible to Series A
shares, the Reporting Person would be deemed to be the beneficial owner of 7.9% of the
outstanding Series A shares.
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following
o
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ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
The Reporting Persons children are remaindermen of the GRATs. The Trusts have the right to
receive dividends from, and sales proceeds of, the 13,980 Series A shares reported as beneficially
owned by the Reporting Person as a trustee of the Trusts.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
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Dated: February 5, 2009
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/s/ Robert W. Decherd
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Robert W. Decherd
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