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