-----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, MTe9VKEo0kMAYDrsJYJOhO72kf0YPVCESgFwuFabF1F+qGXWTcXytWI4kFT04V8d B53UeKSFjE91WEdp44N8jg== 0001104659-03-003808.txt : 20030307 0001104659-03-003808.hdr.sgml : 20030307 20030307165234 ACCESSION NUMBER: 0001104659-03-003808 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030307 GROUP MEMBERS: WILLIAM H. GATES III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FISHER COMMUNICATIONS INC CENTRAL INDEX KEY: 0001034669 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 910222175 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52631 FILM NUMBER: 03596635 BUSINESS ADDRESS: STREET 1: 1525 ONE UNION SQ STREET 2: 600 UNIVERSITY ST CITY: SEATTLE STATE: WA ZIP: 98101-3185 BUSINESS PHONE: 2064047000 MAIL ADDRESS: STREET 1: 1525 ONE UNION SQU STREET 2: 600 UNIVERSITY ST CITY: SEATTLE STATE: WA ZIP: 98101-3185 FORMER COMPANY: FORMER CONFORMED NAME: FISHER COMPANIES INC DATE OF NAME CHANGE: 19970226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE INVESTMENT LLC CENTRAL INDEX KEY: 0001052192 IRS NUMBER: 911680459 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258030720 MAIL ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 SC 13D 1 j8232_sc13d.htm SC 13D

SEC 1746
(11-02)


Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

 

Washington, D.C. 20549

Expires: December 31, 2005

 

SCHEDULE 13D

Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Fisher Communications, Inc.

(Name of Issuer)

 

Common Stock, $1.25 par value per share

(Title of Class of Securities)

 

337756209

(CUSIP Number)

 

Mark R. Beatty, Esq.
Cascade Investment, L.L.C.
2365 Carillon Point
Kirkland, WA 98033
(425) 889-7900

 

Matthew S. Topham, Esq.
Preston Gates & Ellis LLP
925 Fourth Avenue, Suite 2900
Seattle, WA 98104-1158
(206) 623-7580

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

February 28, 2003

(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. [     ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

 



 

CUSIP No.   337756209

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
Cascade Investment, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[    ]

 

 

(b)

[    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)    [    ]

 

 

6.

Citizenship or Place of Organization
State of Washington

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
455,700*

 

8.

Shared Voting Power
N/A

 

9.

Sole Dispositive Power
455,700*

 

10.

Shared Dispositive Power
N/A

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
455,700*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [    ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
5.3%**

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


*              All shares of Common Stock held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

 

**           The calculations are based on a total of 8,594,060 shares of Common Stock outstanding as of September 30, 2002, as last reported by the Issuer in its Form 10-Q filed with the SEC on November 14, 2002.

 

 

2



 

CUSIP No.   337756209

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
William H. Gates III

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

[    ]

 

 

(b)

[    ]

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
WC

 

 

5.

Check 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 With

7.

Sole Voting Power
455,700*

 

8.

Shared Voting Power
N/A

 

9.

Sole Dispositive Power
455,700*

 

10.

Shared Dispositive Power
N/A

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
455,700*

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  [    ]

 

 

13.

Percent of Class Represented by Amount in Row (11)
5.3%**

 

 

14.

Type of Reporting Person (See Instructions)
IN

 


*              All shares of Common Stock held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

 

**           The calculations are based on a total of 8,594,060 shares of Common Stock outstanding as of September 30, 2002, as last reported by the Issuer in its Form 10-Q filed with the SEC on November 14, 2002.

 

 

3



 

Item 1.

Security and Issuer

 

This statement relates to shares of Common Stock, $1.25 par value per share (the “Common Stock”), of Fisher Communications, Inc. (the “Issuer”).  The principal executive offices of the Issuer are located at 1525 One Union Square, 600 University Street, Seattle, Washington 98101-3185.

 

 

Item 2.

Identity and Background

 

(a)           This statement is being filed by Cascade Investment, L.L.C., a limited liability company organized under the laws of the State of Washington (“Cascade”) and William H. Gates III, an individual (“Gates”).  The foregoing persons are hereinafter sometimes referred to collectively as the "Reporting Persons".

 

(b)-(c)     Cascade is a private investment entity that seeks appreciation of its assets for the benefit of its owner.  The address of Cascade’s principal place of business and principal office is 2365 Carillon Point, Kirkland, Washington 98033.

 

William H. Gates III, a natural person, is the Chairman of the Board of Microsoft Corporation.  Mr. Gates is the sole member of Cascade.  The address of his principal office and principal place of business is One Microsoft Way, Redmond, WA 98052

 

The executive officers and persons controlling Cascade are set forth on Exhibit 1, attached hereto.  Exhibit 1 sets forth the following information with respect to each such person:

 

(i) name;

 

(ii) business address;

 

(iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and

 

(iv) citizenship.

 

(d)-(e) During the last five years, neither the Reporting Persons nor any person named in Exhibit 1 has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Gates is a citizen of the United States.

 

Item 3.

Source and Amount of Funds or Other Consideration

 

The shares of Common Stock held by Cascade were purchased with its working capital.

 

Item 4.

Purpose of Transaction

 

On February 28, 2003, the Reporting Persons’ general counsel, Mark R. Beatty, contacted the Issuer to inquire about representation on the board of directors.  Mr. Beatty discussed the request with Mr. William W. Krippaehne, Jr., President, Chief Executive Officer and a Director of the Issuer.  According to published reports, the Issuer’s board of directors has discussed and considered in recent months the sale of the Issuer and that topic may be addressed by the board of directors in the next year.  If the board of directors revisits the topic, the Reporting Persons want the opportunity to express their views and, potentially, influence the board of directors.  As noted below, the Reporting Persons have no current plans or proposals relating to the sale of the Issuer or a change of control and they currently hold their interest in the Issuer for investment purposes.  The Reporting Persons believe, notwithstanding the communications described above, that they remain eligible to report their holdings of the

 

 

4



 

 

Issuer’s Common Stock on Schedule 13G pursuant to Rule 13d-1(c) as a passive investor, and expressly reserve the right to file on Schedule 13G in the future.

 

The Reporting Persons from time to time intend to review their investment in the Issuer on the basis of various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Issuer's stock in particular, as well as other developments and other investment opportunities.  Based upon such review, the Reporting Persons will take such actions in the future as the Reporting Persons may deem appropriate in light of the circumstances existing from time to time.  If the Reporting Persons believe that further investment in the Issuer is attractive, whether because of the market price of the Issuer's stock or otherwise, they may acquire shares of Common Stock or other securities of the Issuer either in the open market or in privately negotiated transactions.  Similarly, depending on market and other factors, the Reporting Persons may determine to dispose of some or all of the shares of Common Stock currently owned by the Reporting Persons or otherwise acquired by the Reporting Persons either in the open market or in privately negotiated transactions.

 

Except as set forth above, the Reporting Persons have not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, (e) any material change in the Issuer's capitalization or dividend policy, (f) any other material change in the Issuer's business or corporate structure, (g) any change in the Issuer's charter or bylaws or other instrument corresponding thereto or other action which may impede the acquisition of control of the Issuer by any person, (h) causing a class of the Issuer's securities to be deregistered or delisted, (i) a class of equity securities of the Issuer becoming eligible for termination of registration or (j) any action similar to any of those enumerated above.

 

The Reporting Persons and Cascade’s executive officer reserve the right to determine in the future whether to change the purpose or purposes described above or whether to adopt plans or proposals of the type specified above.

 

Item 5.

Interest in Securities of the Issuer

 

(a)-(b)     The calculations included herein are based on a total of 8,594,060 shares of Common Stock outstanding as of September 30, 2002, as last reported by the Issuer in its Form 10-Q filed with the SEC on November 14, 2002.  As of the close of business on March 6, 2003, Cascade owns 455,700 shares of Common Stock, constituting approximately 5.3% of the issued and outstanding shares of Common Stock.  All shares of Common Stock beneficially owned by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade and Mr. Gates has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares.

 

(c)           Not applicable.

 

(d)           Not applicable.

 

(e)           Not applicable.

 

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Other than the Joint Filing Agreement attached on the signature page hereto, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

 

5



 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit No.

 

Description

Exhibit 1

 

Name, business address and present principal occupation of each executive officer or person controlling Cascade Investment, L.L.C.

 

 

6



 

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.

 

Dated:  March 7, 2003

 

 

 

CASCADE INVESTMENT, L.L.C.

 

 

 

By

/s/ Michael Larson

 

 

 

Name:

Michael Larson

 

 

Title:

Manager

 

 

 

WILLIAM H. GATES III

 

 

 

By

/s/ Michael Larson

 

 

 

Name:

Michael Larson*

 

 

Title:

Attorney-in-fact

 

 

 

JOINT FILING AGREEMENT

 

We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by any or all of us will be filed, on behalf of each of us.

 

Dated:  March 7, 2003

 

 

 

 

CASCADE INVESTMENT, L.L.C.

 

 

 

By

/s/ Michael Larson

 

 

 

Name:

Michael Larson

 

 

Title:

Manager

 

 

 

WILLIAM H. GATES III

 

 

 

By

/s/ Michael Larson

 

 

 

Name:

Michael Larson*

 

 

Title:

Attorney-in-fact

 

 

 


* Duly authorized under Special Power of Attorney appointing Michael Larson attorney-in-fact, dated March 14, 2001, by and on behalf of William H. Gates III, filed as Exhibit B to Cascade’s Amendment No. 1 to Schedule 13D with respect to Pan American Silver Corp. on March 19, 2001, SEC File No. 005-52919, and incorporated by reference herein.

 

 

7



 

Exhibit 1

 

The name, business address and present principal occupation of each of the executive officers and persons controlling Cascade Investment, L.L.C. are set forth below.  Each of these persons is a United States citizen.

 

Name (Business Address)

 

Position with Reporting Person

 

Principal Occupation

Michael Larson
(2365 Carillon Point
Kirkland, WA 98033)

 

Manager (and executive officer)

 

Same

 

 

 

 

 

William H. Gates III
(One Microsoft Way
Redmond, WA 98052)

 

Member (and controlling person)

 

Chairman of the Board of Microsoft Corporation

 

 

8


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