-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FXFlisxGCeUncmS3WajVwnSXDr9+fjl1YYuv9xAeUOO+djcDAcYOgXUw5Mr1eF1o cveU+i3PqZwjc0MYLeQy0g== 0001033475-10-000001.txt : 20100104 0001033475-10-000001.hdr.sgml : 20100101 20100104105539 ACCESSION NUMBER: 0001033475-10-000001 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100104 DATE AS OF CHANGE: 20100104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAGA COMMUNICATIONS INC CENTRAL INDEX KEY: 0000886136 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 383042953 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42921 FILM NUMBER: 10500647 BUSINESS ADDRESS: STREET 1: 73 KERCHEVAL AVE CITY: GROSSE POINTE FARMS STATE: MI ZIP: 48236 BUSINESS PHONE: 3138867070 MAIL ADDRESS: STREET 1: 73 KERCHEVAL AVE CITY: GROSSE POINTE FARMS STATE: MI ZIP: 48236 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AVENIR CORP CENTRAL INDEX KEY: 0001033475 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 541146619 STATE OF INCORPORATION: VA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1725 K STREET NW STREET 2: SUITE 401 CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2026594427 MAIL ADDRESS: STREET 1: 1725 K STREET NW STREET 2: SUITE 401 CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: AVENIR CORP/DC DATE OF NAME CHANGE: 19970225 SC 13D/A 1 sga13damnd5.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5) UNDER THE SECURITIES AND EXCHANGE ACT OF 1934* Saga Communications, Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Class A Common stock - ------------------------------------------------------------------------------- (Title of Class of Securities) 786598300 - ------------------------------------------------------------------------------- (CUSIP Number) Peter C. Keefe Avenir Corporation 1919 Pennsylvania Ave NW 4th Floor Washington DC, 20006 (202) 659-4427 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 27, 2009 - ------------------------------------------------------------------------------- (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), 13d-1(f) or 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 Rule 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting 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 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). SCHEDULE 13D - ------------------ ------------------ CUSIP No. 786598300 Page 2 of 5 Pages - ------------------ ----------------- - ---------- --------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Avenir Corporation I.D. No. 54-1146619 - ---------- --------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ---------- --------------------------------------------------------------------- 3 SEC USE ONLY - ---------- --------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------- -------- -------------------------------------------------- 7 SOLE VOTING POWER 181,234 NUMBER -------- --------------------------------------------------- OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH -------- --------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 181,234 - ---------- --------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 181,234 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.95% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IA - ----------- -------------------------------------------------------------------- SCHEDULE 13D - ------------------ ------------------ CUSIP No. 786598300 Page 3 of 5 Pages - ------------------ ----------------- This Amendment No. 5 to Schedule 13D ("Amendment") is being filed on behalf of Avenir Corporation ("Avenir"), a Virginia corporation and amends the amended Schedule 13D filed on August 6, 2007 on behalf of Avenir. This Amendment relates to the common stock, par value $0.01 per share, of Saga Communications, a Delaware corporation (the "Issuer"). Unless the context otherwise requires, references herein to "Securities" or "Shares" are to such common stock of the Issuer. Item 3. Source and Amount of Funds or Other Consideration. The Securities of the Issuer were primarily acquired on behalf of the investment advisory clients of Avenir under sole or shared discretionary authority granted Avenir. In addition, Avenir and/or its principal officers and employees purchased Shares in the Issuer for their personal accounts. The aggregate amount of funds used to purchase the Securities reported in this filing totaled approximately $7,252,756. In addition, none of the proceeds used to purchase the Securities were expressly provided through borrowings, though certain accounts managed by Avenir may carry margin balances from time to time. Item 5. Interest In Securities Of The Issuer (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 181,234 shares of the common stock of the Issuer, constituting approximately 4.95% of the 3,664,848 shares outstanding. (b) Avenir generally has the sole power to dispose of or to direct the disposition of the Securities held for discretionary accounts of its investment clients, and may be granted the sole power to vote or direct the vote of such Securities; such powers may be retained by or shared with the respective clients for shared or non-discretionary accounts, for which Avenir generally makes recommendations with respect thereto. (c) All purchase or sale transactions in the Securities during the past sixty days are set forth on Schedule I. (d) The investment advisory clients of Avenir have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of the Securities, and the sole power to direct the receipt of dividends from any of the Securities held for their respective accounts. Such clients may also terminate the investment advisory agreements without penalty upon appropriate notice. (e) Avenir ceased to be a beneficial owner of more than five percent of the shares outstanding on October 27, 2009. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The powers of disposition with respect to Securities owned by discretionary private accounts of Avenir are established in written investment advisory agreements between clients and Avenir, which are entered into in the normal and usual course of the business of Avenir as a registered investment advisor and which are generally applicable to all securities purchased for the benefit of each such discretionary private account. There are no special or different agreements relating to the Securities of the Issuer. The written investment advisory agreements with clients do not contain provisions relating to borrowing of funds to finance the acquisition of the Securities, acquisition of control, transfer of securities, joint ventures, or any of the other transactions listed in the instructions to Item 7 of Schedule 13D other than voting of proxies. In connection with voting, Avenir may be allowed or directed to vote the proxies received by accounts classified as "discretionary" or "shared" accounts; such authority is generally retained by the clients for accounts classified as "non-discretionary". Item 7. Material to be Filed as an Exhibit 1) Schedule I. Purchase and sale transactions within the past 60 days. SCHEDULE 13D - ------------------ ------------------ CUSIP No. 786598300 Page 4 of 5 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. January 3, 2010 ----------------------------------- Date /s/ Peter C. Keefe ----------------------------------- Signature Peter C. Keefe, President ----------------------------------- Name/Title SCHEDULE 13D - ------------------ ------------------ CUSIP No. 786598300 Page 5 of 5 Pages - ------------------ ------------------ SCHEDULE I PURCHASE ("by") AND SALE ("sl") TRANSACTIONS WITHIN PAST 60 DAYS All purchases and sales listed below were normal, open-market transactions. Transaction Average Per Type Security Date Quantity Total Price Share sl Saga Communications Inc 8/28/2009 1410 $19,856.51 $14.08 sl Saga Communications Inc 9/16/2009 750 $10,642.23 $14.19 sl Saga Communications Inc 9/29/2009 300 $3,891.89 $12.97 sl Saga Communications Inc 10/01/2009 200 $2,587.93 $12.94 sl Saga Communications Inc 10/20/2009 675 $9,422.75 $13.96 sl Saga Communications Inc 10/21/2009 400 $5,583.85 $13.96 sl Saga Communications Inc 10/22/2009 621 $8,669.99 $13.96 sl Saga Communications Inc 10/23/2009 5379 $73,181.56 $13.61 sl Saga Communications Inc 10/27/2009 2370 $31,434.91 $13.26
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