BLC Belo Corp.

 

 

Washington, D.C. 20549

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

 

 

CUSIP No.  080555 20 4		13D/A		Page 2 of 8

CUSIP No.  080555 20 4		13D/A		Page 3 of 8

(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 1,907,013 Series B shares subject to presently exercisable options or options exercisable within 60 days of the date of this Amendment No. 10 to Schedule 13D and 2,180,008 shares indirectly held in grantor retained annuity trusts (collectively, the “GRATs”). Such number does not include 1,200 Series B shares owned by Mr. Decherd’s wife, and 25,000 Series B shares held in trusts established for the benefit of Mr. Decherd’s daughter (the “Daughter’s Trusts”), 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.

CUSIP No. 080555 20 4		13D/A		Page 4 of 8

Item 1. Security and Issuer
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer
Item 7. Material to be Filed as Exhibits
SIGNATURE

CUSIP No. 080555 20 4		13D/A		Page 5 of 8

     This Amendment No. 10 (this “Amendment”) to Schedule 13D is filed to report the following changes to the information previously disclosed in Amendment No. 9 to Schedule 13D filed February 12, 2007.

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 acquisitions reflected in this Amendment No. 10 to Schedule 13D results from vesting of employee stock options to acquire a total of 240,077 shares of the Issuer’s Series B common stock, offset in part by expirations of employee stock options to acquire a total of 420,000 shares of the Issuer’s Series B common stock. In addition, 53,000 shares held by a charitable foundation were sold in February 2007. No funds were expended in connection with the foregoing transactions.

CUSIP No. 080555 20 4		13D/A		Page 6 of 8

Item 4. Purpose of Transaction.

     The Reporting Person’s deemed acquisition requiring the filing of this Amendment No. 10 to Schedule 13D is the vesting of employee stock options. 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. 10 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 employee 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) The Reporting Person beneficially owns 8,157,913 shares of the Issuer’s Series B common stock, representing approximately 54.7% of the 14,926,746 shares of the Issuer’s Series B common stock treated as being outstanding as of December 31, 2008. Such number of shares includes 23,159 Series B shares owned by the Reporting Person and his wife, as to which the Reporting Person shares voting and dispositive power, 1,907,013 Series B shares subject to

CUSIP No. 080555 20 4		13D/A		Page 7 of 8

presently exercisable options or options exercisable within 60 days of the date of this Amendment No. 10 to Schedule 13D, and 2,180,008 Series B shares indirectly held in the GRATs. Such number does not include 1,200 Series B shares held by the Reporting Person’s wife and 25,000 Series B shares owned by the Daughter’s Trusts, as to all of which shares the Reporting Person disclaims beneficial ownership.

     (b) As of the date of this Amendment No. 10 to Schedule 13D, the Reporting Person has sole voting power of 8,134,754 shares of the Issuer’s Series B common stock, and sole dispositive power of 8,134,754 shares of the Issuer’s Series B common stock, which represents approximately 54.5% of the shares of the Issuer’s Series B common stock treated as being outstanding as of December 31, 2008. As of the date of this Amendment No. 10 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 .16% of the shares of the Series B common stock of the Issuer treated as being outstanding as of December 31, 2008, based upon the number of shares reported by the Issuer to be outstanding as of December 31, 2008.

     (c) Except as disclosed in Item 3, the Reporting Person has not effected any transaction involving the acquisition or exchange of share of the Series B common stock of the Issuer during the past 60 days.

     (d) The Reporting Person’s children are remaindermen of the GRATs.

     (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.

CUSIP No. 080555 20 4		13D/A		Page 8 of 8

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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