sc13d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Name of Issuer)
Series A Common Stock, par value $0.01 per share
(Title of Series of Securities)
(CUSIP number)
Robert W. Decherd
P.O. Box 224866
Dallas, TX 75222-4866
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e)(f) or (g), check the following box. o
Note: Six copies of this statement, including all exhibits, should be filed with the Commission. 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 Series 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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001282 10 2 |
13D |
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Page
2 of 7 Pages |
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1 |
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NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ROBERT W. DECHERD |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS * |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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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1,494,866 (1)(2) |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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4,631 (1)(3) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,494,866 (1)(2) |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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4,631 (1)(3) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,499,497 (1)(2) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES * |
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þ
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13 |
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PERCENT OF SERIES REPRESENTED BY AMOUNT IN ROW (11) |
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7.7%(4) |
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14 |
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TYPE OF REPORTING PERSON * |
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IN |
(Page 2 of 7 Pages)
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(1) |
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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. Derivative securities (exercisable for or settled in the
Issuers common stock) were issued as a result of the spin-off of the Issuer from Belo Corp.
pursuant to the anti-dilution adjustment provisions of previously outstanding awards. |
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(2) |
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Includes 11,199 Series A shares issuable upon the vesting and distribution of restricted stock
awards within 60 days, 1,093 Series A shares held in the Issuers 401(k) plan, 380,850 Series B
shares subject to options that are presently exercisable or that become exercisable within 60 days,
and 754,211 Series B shares indirectly held in grantor retained annuity trusts (the GRATs). Also
includes trusts (the Trusts) for which Mr. Decherd serves as trustee, which hold 2,796 Series A
shares. The number does not include 240 Series A shares and 240 Series B shares owned by Mr.
Decherds wife, and 5,000 Series B shares held in trusts established for the benefit of Mr.
Decherds daughter, as to all of which shares Mr. Decherd disclaims beneficial ownership. |
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(3) |
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These shares of Series B stock are held by Mr. Decherd in joint tenancy with his wife. |
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(4) |
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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 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 7.2% of the
outstanding Series A shares. |
(Page 3 of 7 Pages)
Item 1. Security and Issuer
This statement on Schedule 13D (this Statement) relates to Series A Common Stock, par value
$0.01 per share (the Common Stock), of A.H. Belo Corporation, a Delaware corporation (the
Issuer). The address of the principal executive office of the Issuer is P.O. Box 224866, Dallas,
Texas, 75222-4866.
Item 2 Identity and Background
a) This statement is filed on behalf of Robert W. Decherd (the Reporting Person).
b) The address of the principal business and principal office for the Reporting Person is
P.O. Box 224866, Dallas, Texas, 75222-4866.
c) The Reporting Person is Chairman of the Board, President, and Chief Executive Officer of
the Issuer, which is a newspaper publishing company. The business address of the Issuer is The
Belo Building, 400 South Record Street, Dallas, TX 75202.
d) & e) During the last five years, the Reporting Person (i) has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has not been a
party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
On February 8, 2008, to effect the spin-off of the Issuer from Belo Corp. (BLC), BLC distributed
all of the outstanding shares of Series A Common Stock of Issuer to holders of BLC Series A Common
Stock of record as of the close of business on January 25, 2008 and all of the outstanding shares
of Series B Common Stock of Issuer to the holders of BLC Series B Common Stock of record as of the
same date. With respect to each series of common stock, 0.20 shares of the Issuer was distributed
for each share of BLC. In addition, for each stock option held by the Reporting Person on the
record date for the spin-off, the Reporting Person received new stock options of the Issuer for 20%
of the number of shares subject to the BLC options and for each restricted stock unit held by the
Reporting Person prior to the spin-off, the Reporting Person received 0.20 Issuer restricted stock
units. Thereafter, the Reporting Person acquired beneficial ownership of shares that are subject
to these awards upon the vesting of these awards. No funds were expended in connection with the
foregoing acquisition.
Item 4. Purpose of Transaction
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 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 this
filing, 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 employee 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.
(Page 4 of 7 Pages)
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,
President, and Chief Executive Officer 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 1,499,497 shares of the Issuers Series A common
stock, representing approximately 7.7% of the shares of the Issuers Series A common stock treated
as being outstanding as of December 31, 2008. The 1,499,497 shares of the Issuers Series A common
stock beneficially owned by the Reporting Person include 11,199 Series A shares issuable upon the
vesting and distribution of restricted stock awards within 60 days, 1,093 Series A shares held in
the Issuers 401(k) plan, 380,850 Series B shares subject to options that are presently exercisable
or that become exercisable within 60 days, and 754,211 Series B shares indirectly held in the
GRATs. Also includes the Trusts which hold 2,796 Series A shares. The number does not include 240
Series A shares and 240 Series B shares owned by Mr. Decherds wife, and 5,000 Series B shares held
in trusts established for the benefit of Mr. Decherds daughter, as to all of which shares Mr.
Decherd disclaims beneficial ownership.
b) As of the date of this Schedule 13D, the Reporting Person has the sole power to vote and
sole dispositive power over 1,494,866 shares of the Issuers Series A common stock, which
represents approximately 7.7% of the Issuers Series A common stock treated as being outstanding as
of December 31, 2008. As of the date of this Schedule 13D, the Reporting Person has shared power
to vote and shared dispositive power over 4,631 shares of the Issuers Series B common stock, which
represents approximately 0.1% of the Issuers Series A common treated as being outstanding as of
December 31, 2008.
c) On December 27, 2008, the Reporting Person gifted 152,635 Series B shares of the Issuer.
Also in December, the Reporting Persons beneficial ownership decreased by 23,840 Series B shares,
net, as a result of stock option vesting and expiration. The Reporting Person has not effected any
other transaction involving shares of Common Stock of the Issuer during the past 60 days, except as
disclosed in Item 4.
d) The Reporting Persons children are remaindermen of the GRATs.
e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
To the best knowledge of the Reporting Person, except as disclosed in this Schedule 13D and
its amendments, there are as of the date of this Schedule 13D, no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting Person and any person
with respect to any securities of the Issuer, including, but not limited to, transfer or voting of
any of the securities of the Issuer, finders fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or loss or the giving or
(Page 5 of 7 Pages)
withholding of proxies, or a pledge or contingency the occurrence of which would give another
person voting power or investment power over the Common Stock of the Issuer.
Item 7. Material to be Filed as Exhibits
Not Applicable.
(Page 6 of 7 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.
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Robert W. Decherd
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Dated: February 9, 2009 |
/s/ Robert W. Decherd
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Robert W. Decherd |
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(Page 7 of 7 Pages)