SC 13D/A 1 blc13d092813.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) Belo Corp. -------------------------------------------------------------------------------- (Name of Issuer) Series A Common Stock, par value $0.01 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 080555105 -------------------------------------------------------------------------------- (CUSIP Number) Tim O'Brien c/o Pine River Capital Management L.P. 601 Carlson Parkway Suite 330 Minnetonka, MN 55305 p. (612) 238-3300 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 26, 2013 -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. CUSIP No. 080555105 --------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Pine River Capital Management L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 3,890,103 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 3,890,103 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,890,103 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% 14. TYPE OF REPORTING PERSON IA, PN CUSIP No. 080555105 -------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Brian Taylor 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 3,890,103 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 3,890,103 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,890,103 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.1% 14. TYPE OF REPORTING PERSON IN CUSIP No. 080555105 --------- -------------------------------------------------------------------------------- Item 1. Security and Issuer. This constitutes Amendment No. 1 (this "Amendment") to the Schedule 13D previously filed by the Reporting Persons on September 10, 2013 (the "Original Schedule 13D") with respect to shares of Series A Common Stock, $0.01 par value (the "Shares"), of Belo Corp, a Delaware corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Original Schedule 13D. This Amendment amends Item 5 as set forth below. This is the final amendment to the Schedule 13D and an exit filing for the Reporting person. -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a, b) As of the date hereof, Pine River Capital Management L.P. may be deemed to be the beneficial owner of 3,890,103 Shares, or 4.1% of the Shares of the Issuer, based upon the 95,587,053 Shares issued and outstanding according to the 10-Q of the Issuer filed July 31, 2013. Pine River Capital Management L.P. has the sole power to vote or direct the vote of 0 Shares to which this filing relates; shares the power to vote or direct the vote of the 3,890,103 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and shares the power to dispose or direct the disposition of the 3,890,103 Shares to which this filing relates. Pine River Capital Management L.P. specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (a, b) As of the date hereof, Brian Taylor may be deemed to be the beneficial owner of 3,890,103 Shares, or 4.1% of the Shares of the Issuer, based upon the 95,587,053 Shares issued and outstanding according to the 10-Q of the Issuer filed July 31, 2013. Brian Taylor has the sole power to vote or direct the vote of 0 Shares to which this filing relates; shares the power to vote or direct the vote of the 3,890,103 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and shares the power to dispose or direct the disposition of the 3,890,103 Shares to which this filing relates. Brian Taylor specifically disclaims beneficial ownership in the Shares reported herein except to the extent of his pecuniary interest therein. The Shares were acquired for investment purposes. The Reporting Persons may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case purchased in a private transaction with the Issuer, block sales or purchases or otherwise, or may continue to hold the Shares. Moreover, the Reporting Persons may engage in any or all of the items discussed in Item 4 above. (c) See Exhibit B for schedule of transactions. (d) Inapplicable (e) Inapplicable -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A: Joint Filing Agreement Exhibit B: Schedule of Transactions in the Shares of the Issuer -------------------------------------------------------------------------------- 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. September 30, 2013 ---------------------------------------- (Date) Pine River Capital Management L.P. By: Pine River Capital Management LLC, General Partner By: /s/ Brian Taylor ----------------------------------------------- Name: Brian Taylor Title: Managing Member of the General Partner /s/ Brian Taylor ----------------------------------------------- Brian Taylor Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13D, dated September 30, 2013 relating to the Series A Common Stock, $0.01 par value of Belo Corp shall be filed on behalf of the undersigned. Pine River Capital Management L.P. By: Pine River Capital Management LLC, General Partner By: /s/ Brian Taylor ----------------------------------------------- Name: Brian Taylor Title: Managing Member of the General Partner /s/ Brian Taylor ----------------------------------------------- Brian Taylor Exhibit B TRANSACTIONS IN THE SHARES OF THE ISSUER BY THE REPORTING PERSONS SINCE THE FILING OF THE ORIGINAL SCHEDULE 13D The following table sets forth all transactions in the Shares effected by any of the Reporting Persons since the filing of the Original Schedule 13D, as applicable. All such transactions were effected in the open market through brokers. Trans Quantity Price Trade Date Settlement Date Type Buy 90,080 13.889 Sept 20, 2013 Sept 25, 2013 Buy 7,163 13.889 Sept 20, 2013 Sept 25, 2013 Buy 8,926 13.889 Sept 20, 2013 Sept 25, 2013 Buy 143,831 13.889 Sept 20, 2013 Sept 25, 2013 Buy 33,653 13.845 Sept 20, 2013 Sept 25, 2013 Buy 2,676 13.845 Sept 20, 2013 Sept 25, 2013 Buy 3,334 13.845 Sept 20, 2013 Sept 25, 2013 Buy 53,737 13.845 Sept 20, 2013 Sept 25, 2013 Buy 22,736 13.87 Sept 20, 2013 Sept 25, 2013 Buy 1,807 13.87 Sept 20, 2013 Sept 25, 2013 Buy 2,252 13.87 Sept 20, 2013 Sept 25, 2013 Buy 36,305 13.87 Sept 20, 2013 Sept 25, 2013 Sell 449,715 13.72979999 Sept 25, 2013 Sept 30, 2013 Sell 35,759 13.72979992 Sept 25, 2013 Sept 30, 2013 Sell 44,562 13.72979991 Sept 25, 2013 Sept 30, 2013 Sell 718,064 13.72980002 Sept 25, 2013 Sept 30, 2013 Sell 5,224 13.7270003828 Sept 26, 2013 Oct 1, 2013 Sell 415 13.7269879518 Sept 26, 2013 Oct 1, 2013 Sell 517 13.7270019342 Sept 26, 2013 Oct 1, 2013 Sell 8,344 13.7270002397 Sept 26, 2013 Oct 1, 2013 Sell 108,096 13.7 Sept 26, 2013 Oct 1, 2013 Sell 8,595 13.7 Sept 26, 2013 Oct 1, 2013 Sell 10,711 13.7 Sept 26, 2013 Oct 1, 2013 Sell 172,598 13.7 Sept 26, 2013 Oct 1, 2013 Sell 462,650 13.69 Sept 27, 2013 Oct 2, 2013 Sell 36,788 13.69 Sept 27, 2013 Oct 2, 2013 Sell 45,843 13.69 Sept 27, 2013 Oct 2, 2013 Sell 738,719 13.69 Sept 27, 2013 Oct 2, 2013