0001483885-14-000001.txt : 20140213 0001483885-14-000001.hdr.sgml : 20140213 20140213152106 ACCESSION NUMBER: 0001483885-14-000001 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140213 DATE AS OF CHANGE: 20140213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: A. H. Belo Corp CENTRAL INDEX KEY: 0001413898 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 383765318 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-84504 FILM NUMBER: 14605501 BUSINESS ADDRESS: STREET 1: 508 YOUNG STREET CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 214-977-8200 MAIL ADDRESS: STREET 1: P.O. BOX 224866 CITY: DALLAS STATE: TX ZIP: 75222-4866 FORMER COMPANY: FORMER CONFORMED NAME: A. H. Belo CORP DATE OF NAME CHANGE: 20071002 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST DALLAS HOLDINGS INC CENTRAL INDEX KEY: 0001483885 IRS NUMBER: 752278916 STATE OF INCORPORATION: TX FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2905 MAPLE AVENE CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-954-1177 MAIL ADDRESS: STREET 1: 2905 MAPLE AVENE CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 ahc2013dec.txt AHC DECEMBER 31, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 A. H. BELO CORPORATION Common Stock, $0.01 par value 001282102 December 31, 2013 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) NOTE:The remainder of this cover page shall be filled out for a reporting person's 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. 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. CUSIP No. 001282102 1. Names of Reporting Persons. FIRST DALLAS HOLDINGS, INC. 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: 0 6. Shared Voting Power: 1,347,500 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 1,826,200 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,826,200 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 8.3% 12. Type of Reporting Person: HC CUSIP No. 001282102 1. Names of Reporting Persons. CRAIG D. HODGES 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization MR. HODGES IS A UNITED STATES CITIZEN 5. Sole Voting Power: 0 6. Shared Voting Power: 1,347,500 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 1,826,200 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,826,200 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 8.3% 12. Type of Reporting Person (See Instructions): IN CUSIP No. 001282102 1. Names of Reporting Persons. First Dallas Securities, Inc. 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: 0 6. Shared Voting Power: 0 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 143,400 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 143,400 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 0.6% 12. Type of Reporting Person (See Instructions): IA, BD CUSIP No. 001282102 1. Names of Reporting Persons. Hodges Capital Management, Inc. 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Texas 5. Sole Voting Power: 0 6. Shared Voting Power: 1,347,500 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 1,682,800 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,682,800 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 7.7% 12. Type of Reporting Person (See Instructions): IA CUSIP No. 001282102 1.Names of Reporting Persons. Hodges Fund, A Series of professionally Managed Portfolios 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Massachusetts 5. Sole Voting Power: 0 6. Shared Voting Power: 1,200,000 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 1,200,000 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,200,000 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9): 5.5% 12. Type of Reporting Person (See Instructions): IV CUSIP No. 001282102 1. Names of Reporting Persons. Hodges Pure Contrarian Fund, A Series of professionally Managed Portfolios 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Massachusetts 5. Sole Voting Power: 0 6. Shared Voting Power: 122,500 7. Sole Dispositive Power: 0 8. Shared Dispositive Power: 122,500 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 122,500 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9: 0.5% 12. Type of Reporting Person : IV Item 1. (a) Name of Issuer: A. H. Belo Corporation (b) Address of Issuer's Principal Executive Offices: P.O. Box 224866 Dallas, TX 75222-4866 Item 2. (a) Name of Person Filing: First Dallas Holdings, Inc.("FDHI") Craig D. Hodges First Dallas Securities, Inc.("FDSI") Hodges Capital Management, Inc.("HCM") Hodges Fund Hodges Pure Contrarian Fund (b) Address of Principal Business Office or, if none, Residence: 2905 Maple Ave. Dallas, Texas 75201 (b) Citizenship: First Dallas Holdings, Inc. is a Texas corporation. Craig D. Hodges is a citizen of the United States. First Dallas Securities, Inc. is a Texas corporation. Hodges Capital Management is a Texas corporation. Hodges Fund is a series of a Massachusetts business trust. Hodges Pure Contrarian Fund is a series of a Massachusetts business trust. (d) Title of Class of Securities: Common Stock, Par Value $0.01 (e) CUSIP Number: 001282102 Item 3. If this statement is filed pursuant to SS240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (g) X A parent holding company or control person in accordance with S 240.13d-1(b)(1)(ii)(G). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: First Dallas Holdings, Inc. 1,826,200 Craig D. Hodges 1,826,200 First Dallas Securities, Inc. 143,400 Hodges Capital Management, Inc. 1,682,800 Hodges Fund 1,200,000 Hodges Pure Contrarian Fund 122,500 (b) Percent of class: First Dallas Holdings, Inc. 8.3% Craig D. Hodges 8.3% First Dallas Securities, Inc. 0.6% Hodges Capital Management, Inc. 7.7% Hodges Fund 5.5% Hodges Pure Contrarian Fund 0.5% The calculation of the percentage of beneficial ownership of the Company's common stock is based upon 21,869,988 shares outstanding on November 4, 2013, as disclosed by the Company in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: First Dallas Holdings, Inc 0 Craig D. Hodges 0 First Dallas Securities, Inc. 0 Hodges Capital Management, Inc. 0 Hodges Fund 0 Hodges Pure Contrarian Fund 0 (ii) Shared power to vote or to direct the vote: First Dallas Holdings, Inc. 1,347,500 Craig D. Hodges 1,347,500 First Dallas Securities, Inc. 0 Hodges Capital Management, Inc. 1,322,500 Hodges Fund 1,200,000 Hodges Pure Contrarian Fund 122,500 (iii) Sole power to dispose or to direct the disposition of: First Dallas Holdings, Inc. 0 Craig D. Hodges 0 First Dallas Securities, Inc. 0 Hodges Capital Management, Inc. 0 Hodges Fund 0 Hodges Pure Contrarian Fund 0 (iv) Shared power to dispose or to direct the disposition of: First Dallas Holdings, Inc. 1,826,200 Craig D. Hodges 1,826,200 First Dallas Securities, Inc. 143,400 Hodges Capital Management, Inc. 1,682,800 Hodges Fund 1,200,000 Hodges Pure Contrarian Fund 122,500 The reported shares are shares of common stock of the Issuer, par value $0.01. All 1,826,200 of the reported shares collectively, the ("reported Shares") may be deemed as beneficially owned by FDHI, which is the owner of FDSI and HCM, and Craig D. Hodges, who is the controlling shareholder of FDHI. 143,400 of the Reported Shares are held in seperate accounts managed by FDSI, each of which, individually, owns less than 1% of the common stock of the Issuer(each a "Separate Account"). FDSI is a registered broker-dealer and an investment adviser registered with the SEC. 335,300 of the Reported Shares are held in Separate Accounts managed by HCM, which is also an investment adviser registered with the SEC. 1,200,000 of the Reported Shares are held by the Hodges Fund and 143,400 of the Reported Shares are held by the Hodges Pure Contrarian Fund, both of which are series of Professionally Managed Portfolios, an investment company registered under the Investment Company Act of 1940. The investment adviser to both of these funds is HCM, which may be deemed to be a beneficial owner of the funds' Reported Shares. 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. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person First Dallas Securities, Inc. is wholly-owned by First Dallas Holdings, Inc., and is a registered investment adviser in accordance with S 240.13d-1(b)(1)(ii)(E) Hodges Capital Management, Inc. is wholly-owned by First Dallas Holdings, Inc., and is a registered investment adviser in accordance with S 240.13d-1(b)(1)(ii)(E) Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Exhibits Exhibit 1: Joint Filing Agreement dated February 13, 2014, among FDHI, Craig D. Hodges, FDSI, HCM, Hodges Fund and Hodges Pure Contrarian Fund. 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. Date: February 13, 2014 Craig D. Hodges Chairman EX-99 2 ahcexhibit1dec2013.txt JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934 as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of common stock, A. H. Belo Corp. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completenessof the information concerning such party contained therein; provided, however,that no party is responsible for the accuracy or completeness of the informationconcerning any other party, unless such party knows or has reason to believe thatsuch information is inaccurate. This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of February 13, 2014. FIRST DALLAS HOLDINGS, INC. By: /s/ Craig D. Hodges Name: Craig D. Hodges Title: Chairman /s/ Craig D. Hodges Craig D. Hodges FIRST DALLAS SECURITIES, INC. By: /s/_Craig D. Hodges Name: Craig D. Hodges Title: Chairman HODGES CAPITAL MANAGEMENT, INC. By: /s/_Craig D. Hodges Name: Craig D. Hodges Title: Chairman HODGES FUND, A SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS By: HODGES CAPITAL MANAGEMENT, INC., ADVISER TO HODGES FUND By: /s/_Craig D. Hodges Name: Craig D. Hodges Title: Chairman HODGES PURE CONTRARIAN FUND, A SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS By: HODGES CAPITAL MANAGEMENT, INC., ADVISER TO HODGES PURE CONTRARIAN FUND By: /s/_Craig D. Hodges Name: Craig D. Hodges Title: Chairman