-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TSGDuahBBZKub+9vQ29gO9iKHUVVlFIO8nRiGUnZg9noZFzsYv/I/ZSEYGrkdEdh oTeUHGL5cx0Uff3Z2/CAog== 0000950123-10-012584.txt : 20100216 0000950123-10-012584.hdr.sgml : 20100215 20100216060152 ACCESSION NUMBER: 0000950123-10-012584 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100216 DATE AS OF CHANGE: 20100216 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DECHERD ROBERT W CENTRAL INDEX KEY: 0000903649 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BELO CORP CENTRAL INDEX KEY: 0000356080 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 750135890 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-33100 FILM NUMBER: 10602132 BUSINESS ADDRESS: STREET 1: 400 S RECORD ST STREET 2: COMMUNICATIONS CENTER CITY: DALLAS STATE: TX ZIP: 75202 BUSINESS PHONE: 2149776600 MAIL ADDRESS: STREET 1: P O BOX 655237 CITY: DALLAS STATE: TX ZIP: 75265 FORMER COMPANY: FORMER CONFORMED NAME: BELO A H CORP DATE OF NAME CHANGE: 19920703 SC 13G/A 1 c95362sc13gza.htm SCHEDULE 13G/A Schedule 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 23)*

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, 2009
(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 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 (however, see the Notes).

 
 


 

                     
CUSIP No.
 
080555 10 5 
 

 

           
1   NAMES OF REPORTING PERSONS

    Robert W. Decherd 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)   o
  (b)   o
     
3   SEC USE ONLY
   
   
     
4   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  United States
       
  5   SOLE VOTING POWER
     
NUMBER OF   7,212,811 (1)(2)
       
SHARES 6   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   23,159 (1)(3)
       
EACH 7   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   7,212,811 (1)(2)
       
WITH: 8   SHARED DISPOSITIVE POWER
     
    23,159 (1)(3)
     
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  7,235,970 (1)(2) See Item 4 below.
     
10   CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
   
  þ
     
11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  7.4%(4)
     
12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

Page 2 of 6 Pages


 

                     
CUSIP No.
 
080555 10 5 
 
ITEM 1.
  (a)   Name of Issuer:
 
      Belo Corp.
 
  (b)   Address of Issuer’s Principal Executive Offices:
 
      P.O. Box 655237
Dallas, Texas 75265-5237
ITEM 2.
  (a)   Name of Person Filing:
 
      Robert W. Decherd
 
  (b)   Address of Principal Business Office, or if none, Residence:
 
      P.O. Box 655237
Dallas, Texas 75265-5237
 
  (c)   Citizenship:
 
      United States
 
  (d)   Title of Class of Securities:
 
      Series A Common Stock, par value $1.67 per share
 
  (e)   CUSIP Number:
 
      080555 10 5
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:
             
 
  (a)   o   Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o);
 
           
 
  (b)   o   Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
 
           
 
  (c)   o   Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78o);
 
           
 
  (d)   o   Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
           
 
  (e)   o   An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
 
           
 
  (f)   o   An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

Page 3 of 6 Pages


 

                     
CUSIP No.
 
080555 10 5 
 
             
 
  (g)   o   A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
 
           
 
  (h)   o   A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
           
 
  (i)   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);
 
           
 
  (j)   o   A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
 
           
 
  (k)   o   Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution.
ITEM 4. OWNERSHIP.
  (a)   Amount Beneficially Owned: 7,235,970 (1)(2)
 
  (b)   Percent of Class: 7.4%(4)
 
  (c)   Number of shares as to which the person has:
  (i)   sole power to vote or to direct the vote: 7,212,811 (1)(2)
 
  (ii)   shared power to vote or to direct the vote: 23,159 (1)(3)
 
  (iii)   sole power to dispose or to direct the disposition of: 7,212,811 (1)(2)(5)
 
  (iv)   shared power to dispose or to direct the disposition of: 23,159 (1)(3)
 
     
(1)   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.
 
(2)   Includes 1,632,925 Series B shares subject to options that are presently exercisable or that become exercisable within 60 days, 41,040 Series A shares subject to restricted stock units that may become issuable within 60 days, and 5,468 Series A shares held in the Issuer’s 401(k) plan. 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. Decherd’s wife, as to all of which shares Mr. Decherd disclaims beneficial ownership.
 
(3)   These shares of Series B stock are held by Mr. Decherd in joint tenancy with his wife.
 
(4)   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

Page 4 of 6 Pages


 

                     
CUSIP No.
 
080555 10 5 
 
 
     
    to exercisable options and convertible securities). The outstanding Series A shares used in this calculation include Series A shares into which the Series B 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 6.9% of the outstanding Series A shares.
 
(5)   On August 13, 2009, Mr. Decherd adopted a 10b5-1 sales plan pursuant to which he may sell up to 120,000 Series A shares after the end of each fiscal quarter during the period from August 14, 2009 until November 30, 2010, subject to the sale of a maximum of 720,000 Series A 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 o.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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 OR CONTROL PERSON.
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.

Page 5 of 6 Pages


 

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.
             
Dated: February 12, 2010
      /s/ Robert W. Decherd    
 
     
Robert W. Decherd
   

Page 6 of 6 Pages

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