-----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, PE2P6gYn3riKBB/X8OajTt0AgDrg7uF0ianopvf5NWf9kflejug1WF9epxQ+PcCA 6+EnhIk0puKyS7+zLXjncA== 0001104659-08-070082.txt : 20081112 0001104659-08-070082.hdr.sgml : 20081111 20081112111819 ACCESSION NUMBER: 0001104659-08-070082 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081112 DATE AS OF CHANGE: 20081112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENTERCOM COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001067837 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 231701044 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55345 FILM NUMBER: 081179094 BUSINESS ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 809 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 610-660-5610 MAIL ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 809 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIELD JOSEPH M CENTRAL INDEX KEY: 0001106859 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 610-660-5610 MAIL ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 809 CITY: BALA CYNWYD STATE: PA ZIP: 19004 SC 13D/A 1 a08-28123_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Entercom Communications Corp.

(Name of Issuer)

 

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

293639100

(CUSIP Number)

 

Joseph M. Field

c/o Entercom Communications Corp.

401 City Avenue, Suite 809

Bala Cynwyd, PA 19004

(610) 660-5610

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

 

November 10, 2008

(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. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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.   293639100

 

 

1.

Names of Reporting Persons
Joseph M. Field

 

 

2.

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

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
PF

 

 

5.

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

 

 

6.

Citizenship or Place of Organization
United States of America

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
7,210,536

 

8.

Shared Voting Power
1,525,636

 

9.

Sole Dispositive Power
7,210,536

 

10.

Shared Dispositive Power
1,525,636

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

 

Joseph M. Field beneficially owns 8,736,172 shares which includes: (i) 793,121 shares of Class A common stock for which Joseph M. Field is the record holder; (ii) 6,228,282 shares of Class A common stock which may be acquired upon conversion of shares of Class B common stock for which Joseph M. Field is the record holder; (iii) 330,000 shares of Class A common stock which may be acquired upon conversion of shares of Class B common stock beneficially owned by the spouse of Joseph M. Field; (iv) 155,555 shares of Class A common stock which may be acquired through the exercise of options; (v) 33,578 shares of Class A common stock held of record by Joseph M. Field as trustee of a trust; (vi) 318,462 shares of Class A common stock held of record by the spouse of Joseph M. Field as co-trustee of various trusts; (vii) 777,174 shares of Class A common stock beneficially owned by Joseph M. Field as a director and officer of the Joseph and Marie Field Foundation; and (viii) 100,000 shares of Class A common stock beneficially owned by the spouse of Joseph M. Field as the sole member of a limited liability company.

 

 

12.

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

 

 

13.

Percent of Class Represented by Amount in Row (11)
19.49%

 

 

14.

Type of Reporting Person (See Instructions)
IN

 

2


 

CUSIP No.   293639100

 

Item 1.

Security and Issuer

This Statement on Schedule 13D (this “Statement”) relates to the Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), of Entercom Communications Corp., a Pennsylvania corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 401 City Avenue, Suite 809, Bala Cynwyd, Pennsylvania 19004.

 

 

Item 2.

Identity and Background

(a)           This Statement is being filed by Joseph M. Field.

 

(b)           The business address of Joseph M. Field is:

 

Entercom Communications Corp.

401 City Avenue, Suite 809

Bala Cynwyd, Pennsylvania 19004

 

(c)           Joseph M. Field is Chairman of Entercom Communications Corp. whose address is: 401 City Avenue, Suite 809, Bala Cynwyd, Pennsylvania 19004.

 

(d)           Joseph M. Field has not during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)           Joseph M. Field has not during the last five years been 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)            Joseph M. Field is a citizen of the United States of America

 

 

Item 3.

Source and Amount of Funds or Other Consideration

All shares of Issuer securities presently beneficially owned by Joseph M. Field were ultimately acquired by Joseph M. Field prior to the Issuer’s initial public offering other than: (i) 100 shares acquired upon the Issuer’s initial public offering;  (ii) shares acquired upon the vesting of restricted stock or the exercise of stock options granted by the Issuer in connection with Joseph M. Field’s employment with the Issuer; (iii) 770,676 shares which were purchased by Joseph M. Field in open market transactions using his personal funds.  (See Item 5(c) for disclosure regarding shares recently purchased in the open market).

 

3


 

CUSIP No.   293639100

 

Item 4.

Purpose of Transaction

Since the formation of the Issuer in 1968, and as of the date of this Statement, Joseph M. Field has effectively controlled, and continues to effectively control, the Issuer.  Specifically, the Articles of Incorporation (the “Charter”) of the Issuer provide that each share of Class A Common Stock is entitled to one vote while each share of Class B Common Stock is entitled to ten votes when voted by the either Joseph M. Field or David J. Field, subject to certain exceptions (i.e., the election of two Class A Directors; consideration of “Going Private Transactions” (as defined in the Charter); and as required by law).  As of the date of this Statement, Joseph M. Field individually beneficially (i.e., without taking into account the shares beneficially owned by David J. Field) owns 6,228,282 shares of Class B common stock, which together with Joseph M. Field’s other individual beneficial interest in the Issuer’s voting securities, represents 64.2% percent of the voting power with respect to the Issuer.

 

Effective as of November 10, 2008, Joseph M. Field and David J. Field have each determined to acquire additional shares of the Issuer’s Class A common stock.  In order to effect purchases at any time when the Issuer is engaged in a share repurchase program, the Issuer, Joseph M. Field and David J. Field will utilize the safe harbor provided by Rule 10b-18.  In coordinating purchases, through a common broker (as required under Rule 10b-18) as well as agreeing (among the Issuer, Joseph M. Field and David J. Field) on an allocation of daily Rule 10b-18 purchases, Joseph M. Field and David J. Field may be deemed to have formed a “group” for Section 13 purposes.  Accordingly, each of Joseph M. Field and David J. Field are filing Schedule 13D’s to reflect this deemed “group” status.

 

Joseph M. Field is acquiring shares for investment purposes.  Further, Joseph M. Field understands that David J. Field is filing a Schedule 13D and will similarly report that David J. Field is acquiring shares for investment purposes.

 

Joseph M. Field intends to review his investment in the Issuer on a continuing basis and, depending on various factors, including the Issuer’s business, affairs and financial position, other developments concerning the Issuer, the Issuer’s investment strategy, the price level of the Issuer’s Class A Common Stock, conditions in the securities markets and general economic and industry conditions, as well as other investment opportunities, may in the future take such actions with respect to his investment in the Issuer as he deems appropriate in light of the circumstances existing from time to time.

 

 

Item 5.

Interest in Securities of the Issuer

(a)               Amount Beneficially Owned:             8,736,172

 

Joseph M. Field beneficially owns 8,736,172 shares which includes: (i) 793,121 shares of Class A common stock for which Joseph M. Field is the record holder; (ii) 6,228,282 shares of Class A common stock which may be acquired upon conversion of shares of Class B common stock for which Joseph M. Field is the record holder; (iii) 330,000 shares of Class A common stock which may be acquired upon conversion of shares of Class B common stock beneficially owned by the spouse of Joseph M. Field; (iv) 155,555 shares of Class A common stock which may be acquired through the exercise of options; (v) 33,578 shares of Class A common stock held of record by Joseph M. Field as trustee of a trust; (vi) 318,462 shares of Class A common stock held of record by the spouse of Joseph M. Field as co-trustee of various trusts;

 

4


 

CUSIP No.   293639100

 

(vii) 777,174 shares of Class A common stock beneficially owned by Joseph M. Field as a director and officer of the Joseph and Marie Field Foundation; and (viii) 100,000 shares of Class A common stock beneficially owned by the spouse of Joseph M. Field as the sole member of a limited liability company.

 

As described in Item 4, Joseph M. Field and David J. Field may be deemed to have formed a “group” for pursuant to Section 13(d) of the Exchange Act.  For Section 13(d) purposes, this “group” is deemed to beneficially own an aggregate of 11,690,480 shares which represents a beneficial ownership interest in the Issuer of 30.68%.  These shares are comprised of the sum of the shares beneficially owned by Joseph M. Field and David J. Field, minus 206,094 (to avoid double counting) shares that are considered beneficially owned by both Joseph M. Field and David J. Field. 

 

(b)           Number of shares as to which such person has:

 

(i)

 

sole power to vote or to direct the vote:

 

7,210,536

(ii)

 

shared power to vote or to direct the vote:

 

1,525,636

(iii)

 

sole power to dispose or to direct the disposition of:

 

7,210,536

(iv)

 

shared power to dispose or to direct the disposition of:

 

1,525,636

 

(c)           During the 60 day period prior to this Statement, Joseph M. Field acquired an aggregate of 35,226 shares of the Issuer’s Class A Common Stock through broker Merrill Lynch, Pierce, Fenner & Smith Incorporated as follows:

 

Date of
Purchase

 

Number of
Shares
Purchased

 

Purchase
Price Per
Share

 

11/10/2008

 

21

 

$

0.6896

 

11/10/2008

 

25

 

$

0.6800

 

11/10/2008

 

2,714

 

$

0.6600

 

11/10/2008

 

450

 

$

0.6592

 

11/10/2008

 

225

 

$

0.6587

 

11/10/2008

 

25

 

$

0.6556

 

11/10/2008

 

12,265

 

$

0.6500

 

11/11/2008

 

1,328

 

$

0.7500

 

11/11/2008

 

991

 

$

0.7400

 

11/11/2008

 

275

 

$

0.7300

 

11/11/2008

 

1,950

 

$

0.7200

 

11/11/2008

 

1,300

 

$

0.7100

 

11/11/2008

 

3,050

 

$

0.7000

 

11/11/2008

 

24

 

$

0.6999

 

11/11/2008

 

2,445

 

$

0.6900

 

11/11/2008

 

2,404

 

$

0.6800

 

11/11/2008

 

4,100

 

$

0.6700

 

11/11/2008

 

1,250

 

$

0.6600

 

11/11/2008

 

138

 

$

0.6300

 

11/11/2008

 

246

 

$

0.6200

 

 

5


 

CUSIP No.   293639100

 

(d)           Shares beneficially owned by Joseph M. Field include: (i) 330,000 shares of Class A common stock which may be acquired upon conversion of shares of Class B common stock beneficially owned by the spouse of Joseph M. Field; (ii) 33,578 shares of Class A common stock held of record by Joseph M. Field as trustee of a trust; (iii) 318,462 shares of Class A common stock held of record by the spouse of Joseph M. Field as co-trustee of various trusts; (iv) 777,174 shares of Class A common stock beneficially owned by Joseph M. Field as a director and officer of the Joseph and Marie Field Foundation; and (v) 100,000 shares of Class A common stock beneficially owned by the spouse of Joseph M. Field as the sole member of a limited liability company.

 

(e)           Not Applicable.

 

Item 6.

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

None, other than the informal understanding to coordinate purchase for purposes of satisfying the requirements of Rule 10b-18 (See Item 4).

 

 

Item 7.

Material to be Filed as Exhibits

None.

 

6


 

CUSIP No.   293639100

 

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.

 

 

November 12, 2008

 

Date

 


/s/ Joseph M. Field

 

Signature

 


Joseph M. Field

 

Name/Title

 

 

 

ATTENTION

 

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

7

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