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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
A. H. Belo Corporation
(Name of Issuer)
Series A Common Stock, par value $0.01 per share
(Title of Class of Securities)
001282 10 2
(CUSIP Number)
Robert W. Decherd
P.O. Box 224866
Dallas, TX 75222-4866
(214) 977-8200
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 10, 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(b) 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. 001282 10 2
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13D/A
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Page 2 of 8 |
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1 |
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NAME OF REPORTING PERSONS.
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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) 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 (SEE INSTRUCTIONS) |
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PF (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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1,729,598(2)(3) |
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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(2)(4) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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1,729,598(2)(3) |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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4,631(2)(4) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,734,229(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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8.7% (5) |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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IN |
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CUSIP No. 001282 10 2
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13D/A
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Page 3 of 8 |
(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. 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.
(3) Includes 1,094 Series A shares held in the Issuers 401(k) plan, 322,290 Series B shares
subject to options that are presently exercisable or that become exercisable within 60 days, and
2,796 Series A shares held by trusts (the Trusts) for which Mr. Decherd serves as trustee. The
number does not include 240 Series A shares and 240 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.
(5) 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 8.2% of the
outstanding Series A shares.
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CUSIP No. 001282 10 2
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13D/A
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Page 4 of 8 |
Item 1. Security and Issuer
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer
Item 7. Material to be Filed as Exhibits
SIGNATURE
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CUSIP No. 001282 10 2
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13D/A
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Page 5 of 8 |
This Amendment No. 1 to Schedule 13D is filed to report the following changes to the
information previously disclosed in Schedule 13D filed February 13, 2009.
Item 1. Security and Issuer.
No material change.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons acquisitions reflected in this Amendment No. 1 to Schedule 13D result
from the vesting and subsequent exercise of employee stock options, the settlement of restricted
stock units, and the acquisition of shares in privately-negotiated transactions.
Employee stock options to acquire a total of 57,439 shares of the Issuers Series B common
stock vested and became exercisable between December 3 and December 13, 2009. On December 16,
2009, the Reporting Person exercised options to acquire 48,000 shares of the Issuers Series B
common stock and paid the exercise price of $2.05 per share to acquire the shares. The source of
funds for such transaction was the Reporting Persons personal funds.
The Reporting Person received 8,207 shares of the Issuers Series A common stock as the result
of the vesting and settlement of restricted stock units on April 15, 2010. No funds were expended
in connection with the foregoing transaction.
On May 13, 2010, the Reporting Person acquired 2,836 shares of the Issuers Series B common
stock and paid $8.38 per share to acquire the shares. On June 10, 2010, the Reporting Person
acquired 234,249 shares of the Issuers Series B common stock and paid $7.13 per share to acquire
the shares. Each of these acquisitions was privately-negotiated and payment was made from the
Reporting Persons personal funds.
In addition, the Reporting Persons deemed dispositions reflected in this Amendment No. 1 to
Schedule 13D result from the above-described exercise of employee stock options to acquire 48,000
shares of the Issuers Series B common stock and the expiration of employee stock options to
acquire a total of 68,000 shares of the Issuers Series B common stock. Other than as
above-described, no funds were expended in connection with the foregoing transactions.
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CUSIP No. 001282 10 2
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13D/A
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Page 6 of 8 |
Item 4. Purpose of Transaction.
The Reporting Person exercised employee stock options to purchase the Issuers Series B common
stock and acquired the additional 237,085 shares Series B common stock in privately-negotiated
purchases because he believes these acquisitions represent attractive investment opportunities at
present prices.
The transactions requiring the filing of this Amendment No. 1 to Schedule 13D are the
Reporting Persons (a) acquisition of shares of the
Issuers Series B common stock in privately-negotiated transactions and as the result of employee stock option exercises, (b) acquisition of
the Issuers Series A common stock as the result of the settlement of restricted stock units, and
(c) the deemed dispositions of the Issuers Series B common stock related to the above-described
exercise of employee stock options and the expiration of employee stock options. 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.
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
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CUSIP No. 001282 10 2
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13D/A
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Page 7 of 8 |
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. 1 to Schedule 13D, the Reporting Person
beneficially owns 1,734,229 shares of the Issuers Series A common stock, representing
approximately 8.7% of the shares of the Issuers Series A common stock treated as being outstanding
as of June 10, 2010. The 1,734,299 shares of the Issuers Series A common stock beneficially owned
by the Reporting Person include 1,094 Series A shares held in the Issuers 401(k) plan, 322,290
Series B shares subject to options that are presently exercisable or that become exercisable within
60 days, and 2,796 Series A shares held in the Trusts. The number does not include 240 Series A
shares and 240 Series B shares owned by Mr. Decherds wife, as to all of which shares Mr. Decherd
disclaims beneficial ownership.
(b) As of the date of filing of this Amendment No. 1 to Schedule 13D, the Reporting Person
has the sole power to vote and sole dispositive power over 1,729,598 shares of the Issuers Series
A common stock, which represents approximately 8.2% of the Issuers Series A common stock treated
as being outstanding as of June 10, 2010. 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 0.02% of the Issuers Series A common treated
as being outstanding as of June 10, 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) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings 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. 001282 10 2
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13D/A
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Page 8 of 8 |
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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Dated:
July 19, 2010
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/s/ Robert W. Decherd
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Robert W. Decherd |
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