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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 12*
A. H. BELO CORPORATION
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(Name of Issuer)
Series A Common Stock, par value $1.67 per share
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(Title of Class of Securities)
080555 10 5
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[X] 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).
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CUSIP No. 080555 10 5
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1. Names of Reporting Persons
I.R.S. Identification Nos. Robert W. Decherd
of Above Persons (entities only)
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2. Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
(See Instructions)
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3. SEC Use Only
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4. Citizenship or Place of
Organization United States
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5. Sole Voting Power 6,869,307 (1)(2)
Number of --------------------------------------------------
Shares 6. Shared Voting
Benefic- Power 92,636 (1)(3)
ially Owned --------------------------------------------------
by Each 7. Sole Dispositive
Reporting Power 6,869,307 (1)(2)
Person With --------------------------------------------------
8. Shared Dispositive
Power 92,636 (1)(3)
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9. Aggregate Amount Beneficially
Owned by Each Reporting Person 6,961,943 (1)(2)
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10. Check Box if the Aggregate Amount
in Row (9) Excludes Certain
Shares (See Instructions) [X] See Item 4 below.
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11. Percent of Class Represented
by Amount in Row (9) 6.6% (4)
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12. Type of Reporting Person IN
(See Instructions)
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ITEM 1.
(a) Name of Issuer:
A. H. Belo Corporation
(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 RULE 13d-1(b), OR 13d-2(b) OR
(c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or Dealer registered under section 15 of the Act
(b) [ ] Bank as defined in section 3(a)(6) of the Act
(c) [ ] Insurance Company as defined in section 3(a)(19) of the Act
(d) [ ] Investment Company registered under section 8 of the
Investment Company Act
(e) [ ] Investment Adviser registered under section 203 of the
Investment Advisers Act of 1940
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income
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Security Act of 1974 or Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with Section
240.13d-1(b)(1)(ii)(G) (Note: See Item 7)
(h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: 6,961,943 (1)(2)
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(b) Percent of Class: 6.6% (4)
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(c) Number of shares as to which the person has:
(i) sole power to vote or to direct the vote:
6,869,307 (1)(2)
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(ii) shared power to vote or to direct the vote:
92,636 (1)(3)
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(iii) sole power to dispose or to direct the disposition of:
6,869,307 (1)(2)
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(iv) shared power to dispose or to direct the disposition of:
92,636 (1)(3)
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(1) In June 1998, the Issuer effected a two-for-one stock split in the
form of a dividend of one share of common stock for each share of
common stock outstanding. All share amounts reflected herein take into
account the effect of the stock split. 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 147,950 Series B shares subject to presently exercisable
options, 2,111 Series A shares and 714 Series B shares held in the
Issuer's 401(k) plan, and 594,802 Series A shares and 174,598 Series B
shares indirectly held in grantor retained annuity trusts (the
"GRATs"). Also includes 43,080 Series A shares and 132,000 Series B
shares held in trusts (the "Trusts") for which Mr. Decherd serves as
trustee, and 144,802 Series A shares and 111,224 Series B shares held
by a charitable foundation (the "Foundation") established by Mr.
Decherd and for which Mr. Decherd serves as Chairman and director, but
does not include 1,200 Series A shares and 1,200 Series B shares owned
by Mr. Decherd's wife, 5,740 Series A shares and 4,640 Series B shares
owned by Mr. Decherd's son, and 146,948 Series A shares and 130,208
Series B shares in trusts established for the benefit of Mr.
Decherd's children, 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 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 subject to presently exercisable
options) 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 Reporting
Person's Series A and Series
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B shares subject to presently exercisable options). 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 5.9% of the outstanding Series A shares.
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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.
The Reporting Person's children are remaindermen of the GRATs. The
Trusts have the right to receive dividends from, and sales proceeds
of, the 43,080 Series A shares and 132,000 Series B shares reported as
beneficially owned by the Reporting Person as trustee of the Trusts.
Similarly, the Foundation has the right to receive dividends from, and
sales proceeds of, the 144,802 Series A shares and 111,224 Series B
shares reported as beneficially owned by the Reporting Person as
Chairman and director of the Foundation.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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.
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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.
/s/ ROBERT W. DECHERD
Dated: February 9, 1999 ----------------------------------
Robert W. Decherd
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