- Amended Statement of Beneficial Ownership (SC 13D/A)
August 19 2009 - 3:48PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12 )*
(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 Rule 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 (SEE INSTRUCTIONS)
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(a)
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(b)
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (1)
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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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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7,036,476(2)(3)
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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23,159(2)(4)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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7,036,476(2)(3)
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WITH
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10
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SHARED DISPOSITIVE POWER
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23,159(2)(4)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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7,059,635(2)(3)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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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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48.5%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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2
(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 1,925,729 Series B shares subject to presently exercisable options or options
exercisable within 60 days of the date of this Amendment No. 12 to Schedule 13D. Such number does not include 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 (the Daughters
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.
3
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
4
This Amendment No. 12 (this Amendment) to Schedule 13D is filed to report the following
changes to the information previously disclosed in Amendment No. 11 to Schedule 13D filed April 7,
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 disposition reflected in this Amendment No. 12 to Schedule 13D
results from the conversion of a total of 821,113 shares of the Issuers Series B common stock to
an equal number of the Issuers Series A common stock (100,683 shares converted on July 16, 2009
and an additional 720,430 shares converted on August 7, 2009). No funds were expended in connection
with the foregoing transactions.
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Item 4. Purpose of Transaction.
The Reporting Persons deemed disposition requiring the filing of this Amendment No. 12 to
Schedule 13D is the conversion of Series B common stock to Series A 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. 12 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) The Reporting Person beneficially owns 7,059,635 shares of the Issuers Series B common
stock, representing approximately 48.5% of the 14,546,558 shares of the Issuers Series B common
stock treated as being outstanding as of July 31, 2009. 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, 1,925,729 Series B shares subject to
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presenting exercisable options or options exercisable within 60 days of the date of this
Amendment No. 12 to Schedule 13D. Such number does not include 1,200 Series B shares held by the
Reporting Persons wife and 25,000 Series B shares owned by the Daughters Trusts, as to all of
which shares the Reporting Person disclaims beneficial ownership.
(b) As of the date of this Amendment No. 12 to Schedule 13D, the Reporting Person has sole
voting power and sole dispositive power over 7,036,476 shares of the Issuers Series B common
stock, which represents approximately 48.4% of the shares of the Issuers Series B common stock
treated as being outstanding as of July 31, 2009. As of the date of this Amendment No. 12 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 0.16% of the shares of
the Series B common stock of the Issuer treated as being outstanding as of July 31, 2009, based
upon the number of shares reported by the Issuer to be outstanding as of July 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: August 17, 2009
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/s/ Robert W. Decherd
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Robert W. Decherd
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