- Amended Statement of Beneficial Ownership (SC 13D/A)
February 10 2011 - 1:52PM
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. 14)*
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.
400 South Record Street
Dallas, TX 75202
(214) 977-6606
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 26, 2010
(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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CUSIP No.
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080555 20 4
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13D/A
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Page
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2
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of
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8
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1
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NAME 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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6,067,565(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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6,067,565(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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6,090,724(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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52.6%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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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.
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CUSIP No.
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080555 20 4
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13D/A
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Page
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3
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of
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(3) Includes 1,300,789 Series B shares subject to presently exercisable options or options
exercisable within 60 days of the date of this Amendment No. 14 to Schedule 13D and 200,703 Series
B shares indirectly held in a grantor retained annuity trust (the GRAT). Also includes 81,600
Series B shares held by a charitable foundation (the Foundation) established by Mr. Decherd and
his wife and for which Mr. Decherd serves as Chairman and director, as to all of which shares Mr.
Decherd disclaims beneficial ownership. 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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CUSIP No.
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080555
20 4
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13D/A
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Page
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4
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of
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8
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Item 1. Security and Issuer
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Item 2. Identity and Background
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Item 3. Source and Amount of Funds or Other Consideration
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Item 4. Purpose of Transaction
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Item 5. Interest in Securities of the Issuer
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer
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Item 7. Material to be Filed as Exhibits
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SIGNATURE
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CUSIP No.
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080555 20 4
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13D/A
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Page
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5
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8
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This Amendment No. 14 (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 February
16, 2010.
Item 1. Security and Issuer
The address of the principal executive office of the Issuer is 400 South Record Street,
Dallas, Texas, 75202.
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. 14 to Schedule 13D
result from the conversion on June 1, 2010, of a total of 100,531 shares of the Issuers Series B
common stock to an equal number of the Issuers Series A common stock, gifts of 81,600 shares of
the Issuers Series B common stock made on November 26, 2010, and the expiration on December 1,
2010, of employee stock options to acquire a total of 410,000 shares of the Issuers Series B
common stock. No funds were expended in connection with the foregoing transactions.
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CUSIP No.
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080555 20 4
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13D/A
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Page
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6
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of
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8
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Item 4. Purpose of Transaction.
The Reporting Persons deemed dispositions requiring the filing of this Amendment No. 14 to
Schedule 13D are the conversion of Series B common stock to Series A common, gifts of Series B
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. 14 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. 14 to Schedule 13D, the Reporting Person
beneficially owns 6,090,724 shares of the Issuers Series B common stock, representing
approximately 52.6% of the 11,573,468 shares of the Issuers Series B common stock treated as
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CUSIP No.
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080555 20 4
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13D/A
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being outstanding as of December 31, 2010. 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, 1,300,789 Series B shares subject to presenting exercisable options or
options exercisable within 60 days of the date of filing of this Amendment No. 14 to Schedule 13D
and 200,703 Series B shares indirectly held in the GRATs. Such number includes 81,600 Series B
shares held by the Foundation but 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. 14 to Schedule 13D, the Reporting Person
has sole voting power and sole dispositive power over 6,067,565 shares of the Issuers Series B
common stock, which represents approximately 52.4% of the shares of the Issuers Series B common
stock treated as being outstanding as of December 31, 2010. As of the date of filing of this
Amendment No. 14 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 0.2% of the shares of the Series B common stock of the Issuer treated as being
outstanding as of December 31, 2010, based upon the number of shares reported by the Issuer to be
outstanding as of December 31, 2010.
(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) The Reporting Persons children are remaindermen of the GRAT. The Foundation has the
right to receive dividends from, and sales proceeds of, the 81,600 Series B shares reported as
beneficially owned by the Reporting Person as Chairman and director of the Foundation.
(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.
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080555 20 4
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13D/A
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Page
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8
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of
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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 3, 2011
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/s/ Robert W. Decherd
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Robert W. Decherd
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