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Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
LKCM Private Discipline Master Fund, SPC | 934,777 | 0 | 934,777 | 011 | 934,777 | 4.9% |
LKCM Micro-Cap Partnership | 44,666 | 0 | 44,666 | 011 | 44,666 | 0.2% |
LKCM Core Discipline | 14,402 | 0 | 14,402 | 011 | 14,402 | 0.1% |
Luther King Capital Management Corporation | 997,445 | 0 | 997,445 | 011 | 997,445 | 5.2% |
J. Luther King, Jr | 997,445 | 0 | 997,445 | 011 | 997,445 | 5.2% |
J. Bryan King | 993,845 | 0 | 993,845 | 011 | 993,845 | 5.2% |
Page 1 of 10 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
A. H. Belo
Corporation
(Name of Issuer)
Series A Common Stock, $0.01 par value
(Title of Class of Securities)
001282102
(CUSIP Number)
Jacob D. Smith
Principal, General Counsel & CCO
Luther King Capital Management Corporation
301 Commerce Street, Suite 1600
Fort Worth, Texas 76102
(817) 332-3235
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)
March 31, 2017
(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 Sections 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a
signed original and five copies of the schedule, including all exhibits. See Section 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 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).
Persons who response to the collection of information contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
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Page 2 of 10 – SEC Filing
CUSIP No. 001282102 | Page 2 of 10 |
1. | Name of LKCM Private Discipline | |||||
2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) WC | |||||
5. | Check if Disclosure of Legal ☐ | |||||
6. | Citizenship or Place of Cayman Islands | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 934,777 | ||||
8. | Shared Voting Power 0 | |||||
9. | Sole Dispositive Power 934,777 | |||||
10. | Shared Dispositive Power 0 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 934,777 | |||||
12. | Check if the Aggregate Amount in Row ☐ | |||||
13. | Percent of Class Represented by Amount 4.9% | |||||
14. | Type of Reporting Person (See OO |
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Page 3 of 10 – SEC Filing
CUSIP No. 001282102 | Page 3 of 10 |
1. | Name of LKCM Micro-Cap Partnership, L.P. | |||||
2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) WC | |||||
5. | Check if Disclosure of Legal ☐ | |||||
6. | Citizenship or Place of Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 44,666 | ||||
8. | Shared Voting Power 0 | |||||
9. | Sole Dispositive Power 44,666 | |||||
10. | Shared Dispositive Power 0 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 44,666 | |||||
12. | Check if the Aggregate Amount in Row ☐ | |||||
13. | Percent of Class Represented by Amount 0.2% | |||||
14. | Type of Reporting Person (See PN |
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Page 4 of 10 – SEC Filing
CUSIP No. 001282102 | Page 4 of 10 |
1. | Name of LKCM Core Discipline, | |||||
2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) WC | |||||
5. | Check if Disclosure of Legal ☐ | |||||
6. | Citizenship or Place of Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 14,402 | ||||
8. | Shared Voting Power 0 | |||||
9. | Sole Dispositive Power 14,402 | |||||
10. | Shared Dispositive Power 0 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 14,402 | |||||
12. | Check if the Aggregate Amount in Row ☐ | |||||
13. | Percent of Class Represented by Amount 0.1% | |||||
14. | Type of Reporting Person (See PN |
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Page 5 of 10 – SEC Filing
CUSIP No. 001282102 | Page 5 of 10 |
1. | Name of Luther King Capital | |||||
2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) N/A | |||||
5. | Check if Disclosure of Legal ☐ | |||||
6. | Citizenship or Place of Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 997,445 | ||||
8. | Shared Voting Power 0 | |||||
9. | Sole Dispositive Power 997,445 | |||||
10. | Shared Dispositive Power 0 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 997,445 | |||||
12. | Check if the Aggregate Amount in Row ☐ | |||||
13. | Percent of Class Represented by Amount 5.2% | |||||
14. | Type of Reporting Person (See IA, CO |
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Page 6 of 10 – SEC Filing
CUSIP No. 001282102 | Page 6 of 10 |
1. | Name of J. Luther King, | |||||
2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) N/A | |||||
5. | Check if Disclosure of Legal ☐ | |||||
6. | Citizenship or Place of United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 997,445 | ||||
8. | Shared Voting Power 0 | |||||
9. | Sole Dispositive Power 997,445 | |||||
10. | Shared Dispositive Power 0 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 997,445 | |||||
12. | Check if the Aggregate Amount in Row ☐ | |||||
13. | Percent of Class Represented by Amount 5.2% | |||||
14. | Type of Reporting Person (See IN |
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Page 7 of 10 – SEC Filing
CUSIP No. 001282102 | Page 7 of 10 |
1. | Name of J. Bryan | |||||
2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
3. | SEC Use Only | |||||
4. | Source of Funds (See Instructions) N/A | |||||
5. | Check if Disclosure of Legal ☐ | |||||
6. | Citizenship or Place of United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 993,845 | ||||
8. | Shared Voting Power 0 | |||||
9. | Sole Dispositive Power 993,845 | |||||
10. | Shared Dispositive Power 0 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person 993,845 | |||||
12. | Check if the Aggregate Amount in Row ☐ | |||||
13. | Percent of Class Represented by Amount 5.2% | |||||
14. | Type of Reporting Person (See IN |
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Page 8 of 10 – SEC Filing
Item 1. Security and Issuer
This Schedule 13D relates to the Series A Common Stock, $0.01 par value (Series A Common Stock), of A. H. Belo Corporation, a Delaware corporation
(the Issuer). The address of the principal executive offices of the Issuer is P.O. Box 224866, Dallas, TX 75222-4866.
Item 2. Identity and Background
(a) The names
of the persons filing this Schedule 13D are LKCM Private Discipline Master Fund SPC, a Cayman Islands segregated portfolio company (PDP), LKCM Micro-Cap Partnership, L.P., a Delaware limited
partnership (Micro), LKCM Core Discipline, L.P., a Delaware limited partnership (Core), Luther King Capital Management Corporation, a Delaware corporation (LKCM), J. Luther King, Jr. and J. Bryan King. PDP, Micro,
Core, LKCM, J. Luther King, Jr. and J. Bryan King are collectively referred to herein as the Reporting Persons.
(b) The principal business
address of PDP is c/o Five Continents Partners Limited, 4th Floor, Anderson Square, 64 Shedden Road, P.O. Box 10324, Grand Cayman KY1-1003, Cayman Islands,
and the principal business address of the other Reporting Persons is 301 Commerce Street, Suite 1600, Fort Worth, Texas 76102.
(c) LKCM Private Discipline
Management, L.P., a Delaware limited partnership (PDP GP), is the sole holder of the management shares of PDP, and LKCM Alternative Management, LLC, a Delaware limited liability company (PDP Management) is the general partner
of PDP GP. LKCM Micro-Cap Management, L.P., a Delaware limited partnership (Micro GP), is the general partner of Micro-Cap, and PDP Management is the general
partner of Micro GP. LKCM Core Discipline Management, L.P., a Delaware limited partnership (Core GP), is the general partner of Core, and PDP Management is the general partner of Core GP. LKCM serves as the investment manager for PDP,
Micro, and Core. J. Luther King, Jr. is a controlling shareholder of LKCM. J. Luther King, Jr. and J. Bryan King are controlling members of PDP Management. The principal business of PDP, Micro, and Core is purchasing, holding and selling securities
for investment purposes, and the principal business of the other Reporting Persons is investment management.
(d) and (e) During the past five years,
none of the Reporting Persons has been convicted in a criminal proceeding or been a party to a civil proceeding, in either case of the type specified in Items 2(d) or (e) of Schedule 13D.
(f) PDP is organized under the laws of the Cayman Islands. Micro, Core and LKCM are organized under the laws of Delaware. J. Luther King, Jr. and J. Bryan King
are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration
PDP acquired 934,777 shares of Series A Common Stock in open market transactions for an aggregate purchase price of approximately $4,880,000 using working
capital. Micro acquired 44,666 shares of Series A Common Stock in open market transactions for an aggregate purchase price of approximately $250,000 using working capital. Core acquired 14,402 shares of Series A Common Stock in open market
transactions for an aggregate purchase price of approximately $73,000 using working capital. A separately managed portfolio for which LKCM provides investment management services acquired 3,600 shares of Series A Common Stock in open market
transactions for an aggregate purchase price of approximately $16,000 using working capital.
Item 4. Purpose of Transaction
The Reporting Persons have acquired the shares of Series A Common Stock for investment purposes. The Reporting Persons from time to time intend to review their
investment in the Issuer on the basis of various factors, including the Issuers business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the
Issuers securities in general, as well as other developments and other investment opportunities. Based upon such review, the Reporting Persons intend to take such actions in the future as they deem appropriate in light of the circumstances
existing from time to time, which may include further acquisitions of Series A Common Stock or disposal of all of the shares of Series A Common Stock currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons, either in
the open market or privately negotiated transactions, with or without prior notice.
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Page 9 of 10 – SEC Filing
In addition, the Reporting Persons may engage in communications with one or more shareholders, officers or
directors of the Issuer, including discussions regarding the Issuers operations and strategic direction and ideas that, if effected, could result in, among other things, any of the matters identified in Item 4(a)-(j) of Schedule 13D. The
Reporting Persons reserve their right, based on all relevant factors and subject to applicable law, at any time and from time to time, to review or reconsider their position, change their purpose, take other actions (including actions that could
involve one or more of the types of transactions or have one or more the results described in Item 4(a)-(j) of Schedule 13D) or formulate and implement plans or proposals with respect to any of the foregoing.
Item 5. Interest in Securities of the Issuer
(a) As of March 31, 2017, the Reporting Persons may be deemed to beneficially own 997,445 shares of Series A Common Stock (which represents approximately
5.2% of the outstanding Series A Common Stock based upon information contained in the Issuers Form 10-K for the period ended December 31, 2016).
(b)
Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | |||||||||||||
PDP | 934,777 | 0 | 934,777 | 0 | ||||||||||||
Micro | 44,666 | 0 | 44,666 | 0 | ||||||||||||
Core | 14,402 | 0 | 14,402 | 0 | ||||||||||||
LKCM | 997,445 | 0 | 997,445 | 0 | ||||||||||||
J. Luther King, Jr. | 997,445 | 0 | 997,445 | 0 | ||||||||||||
J. Bryan King | 993,845 | 0 | 993,845 | 0 |
(c) During the past sixty days, the Reporting Persons purchased the following shares of Series A Common Stock in open market
transactions.
Date | Reporting Person | Shares Purchased | Price | |||||||
3/31/2017 | PDP | 74,592 | $ | 6.0000 | ||||||
3/31/2017 | Micro | 3,571 | $ | 6.0000 | ||||||
3/31/2017 | Core | 1,149 | $ | 6.0000 |
(d) Not applicable.
(e) Not
applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as otherwise provided herein, there are no contracts, arrangements, understandings, or relationships between the Reporting Persons and any other person
with respect to the securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 Joint Filing Agreement, dated April 5, 2017, by and among the Reporting Persons.
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Page 10 of 10 – SEC Filing
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.
Date: April 5, 2017
LKCM Private Discipline Master Fund, SPC | ||
By: | LKCM Private Discipline Management, L.P., sole holder of its management shares | |
By: | LKCM Alternative Management, LLC, its general partner | |
By: | /s/ J. Bryan King | |
J. Bryan King, President | ||
LKCM Micro-Cap Partnership, L.P. | ||
By: | LKCM Micro-Cap Management, L.P., its general partner | |
By: | LKCM Alternative Management, LLC, its general partner | |
By: | /s/ J. Bryan King | |
J. Bryan King, President | ||
LKCM Core Discipline, L.P. | ||
By: | LKCM Core Discipline Management, L.P., its general partner | |
By: | LKCM Alternative Management, LLC, its general partner | |
By: | /s/ J. Bryan King | |
J. Bryan King, President | ||
Luther King Capital Management Corporation | ||
By: | /s/ J. Bryan King | |
J. Bryan King, Principal and Vice President | ||
/s/ J. Bryan King | ||
J. Bryan King | ||
/s/ J. Luther King, Jr. | ||
J. Luther King, Jr. |