-----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, VRXQzBYHH/AOsOU7kRU438p5G9u5ogTYqQQYyutvQORmjQZqNoJ+lwYKgqa7dJdS vMfeHawnDPxZ+K9YPblY+g== /in/edgar/work/0000919574-00-000842/0000919574-00-000842.txt : 20001025 0000919574-00-000842.hdr.sgml : 20001025 ACCESSION NUMBER: 0000919574-00-000842 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001024 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LODGENET ENTERTAINMENT CORP CENTRAL INDEX KEY: 0000911002 STANDARD INDUSTRIAL CLASSIFICATION: [4841 ] IRS NUMBER: 460371161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42773 FILM NUMBER: 745060 BUSINESS ADDRESS: STREET 1: 3900 W. INNOVATION STREET CITY: SIOUX FALLS STATE: SD ZIP: 57107- BUSINESS PHONE: (605)-988-1000 MAIL ADDRESS: STREET 1: 808 WEST AVE N CITY: SIOUX FALLS STATE: SD ZIP: 57104 FORMER COMPANY: FORMER CONFORMED NAME: LNET INC DATE OF NAME CHANGE: 19930820 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RED COAT CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001097404 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 THIRD AVENUE 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 Amendment No.: 1 Name of Issuer: LodgeNet Entertainment Corporation Title of Class of Securities: Common Stock, $1 par value CUSIP Number: 540211109 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Richard Cooperstein Red Coat Capital Management, L.L.C. 350 Park Avenue, 5th Floor New York, New York 10022 (Date of Event which Requires Filing of this Statement) October 17, 2000 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 [X] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 the disclosures provided in a prior cover page. The information required in 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.: 540211109 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Red Coat Capital Management, L.L.C. 2. Check the Appropriate Box if a Member of a Group a. b. 3. SEC Use Only 4. Source of Funds OO 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 1,321,300 9. Sole Dispositive Power: 10. Shared Dispositive Power: 1,321,300 2 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,321,300 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 10.85% 14. Type of Reporting Person OO 3 CUSIP No.: 540211109 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Red Coat Capital Partners, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. 3. SEC Use Only 4. Source of Funds WC 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 820,880 9. Sole Dispositive Power: 10. Shared Dispositive Power: 820,880 4 11. Aggregate Amount Beneficially Owned by Each Reporting Person 820,880 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 6.74% 14. Type of Reporting Person PN 5 CUSIP No.: 540211109 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Kenneth L. Londoner 2. Check the Appropriate Box if a Member of a Group a. b. 3. SEC Use Only 4. Source of Funds OO 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: 8. Shared Voting Power: 1,321,300 9. Sole Dispositive Power: 10. Shared Dispositive Power: 1,321,300 6 11. Aggregate Amount Beneficially Owned by Each Reporting Person 1,321,300 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] 13. Percent of Class Represented by Amount in Row (11) 10.85% 14. Type of Reporting Person IN 7 The purpose of this Schedule 13D is to report the ownership of Red Coat Capital Management, L.L.C. ("RCCM"), Red Coat Capital Partners, L.P. ("RCCP") and Kenneth L. Londoner (collectively, the "Reporting Persons") in the Common Stock (the "Common Stock") of LodgeNet Entertainment Corporation (the "Issuer") of 10.85%, 6.74% and 10.85%, respectively, of the outstanding Common Stock. Item 1. Security and Issuer The title of the class of equity securities to which this statement relates is: Common Stock. The name and address of the principal executive and business office of the Issuer is: LodgeNet Entertainment Corporation 3900 West Innovation Street Sioux Falls, South Dakota 57107 Item 2. Identity and Background This statement is being filed on behalf of RCCM, a Delaware limited liability corporation, RCCP, a Delaware limited partnership and Kenneth L. Londoner, together the "Reporting Persons." RCCM has investment discretion over certain private investment funds for which it serves as general partner or investment manager. RCCP, a Delaware limited partnership, is a private investment fund which is managed by RCCM. Mr. Londoner is the managing member of RCCM. The principal office of the Reporting Persons is at 350 Park Avenue, 5th Floor, New York, New York 10022. None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in 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 violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The funds for the purchase of the Common Stock deemed to be beneficially owned by RCCM and Mr. Londoner came from the working capital of their investment management clients. The funds for the purchase of the Common Stock 8 owned by RCCP came from its own working capital. No funds were borrowed to purchase any of the Common Stock. Item 4. Purpose of Transactions The Common Stock deemed to be beneficially owned by the Reporting Persons is held for investment purposes. The Reporting Persons have not entered into any agreements or arrangements relating to the Common Stock. The Reporting Persons do not have any plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to the Schedule 13D. The Reporting Persons reserves the right to acquire additional Common Stock, dispose of all or some of the Common Stock from time to time, or continue to hold the Common Stock. Item 5. Interest in Securities of Issuer As of the date hereof, RCCM, RCCP and Mr. Londoner are deemed to beneficially own 1,321,300, 820,880 and 1,321,300 shares of the Common Stock. Based on information contained in the Issuer's Form 10-Q dated August 11, 2000, as of July 31, 2000 there were 12,184,199 shares of Common Stock outstanding. Therefore, RCCM, RCCP and Mr. Londoner are deemed to beneficially own 10.85%, 6.74 and 10.85%, respectively of the outstanding shares of Common Stock. The Reporting Persons have the shared power to vote or direct the vote of all 1,321,300 shares of the Common Stock. The Reporting Persons have the power to dispose of or direct the disposition of all 1,321,300 shares of the Common Stock. All transactions in the Common Stock effected by the Reporting Persons during the sixty days prior to October 18, 2000 through the date of this filing were effected in open-market transactions and are set forth in Exhibit B hereto. The Reporting Persons may be deemed to be beneficially owners of the shares of Common Stock. Pursuant to Rule 13d-4 promulgated under the Securities Exchange Act of 1934, the Reporting Persons hereby declare that the filing of this Schedule 13D shall not be construed as an admission that the Reporting Persons are the beneficial owners of the Common Stock. Item 6. Contracts, Arrangements, Understandings or 9 Relationships with Respect to Securities of the Issuer N/A Item 7. Material to be Filed as Exhibits 1. An agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934 is filed herewith as Exhibit A. 2. A description of the transactions in the Common Stock that were effected by the Reporting Persons during the 60 days prior to October 18, 2000 through the date of this filing is filed herewith as Exhibit B. 10 Signature The undersigned, after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. RED COAT CAPITAL MANAGEMENT, L.L.C. By: /s/ Kenneth L. Londoner _____________________________ Kenneth L. Londoner Managing Member RED COAT CAPITAL PARTNERS, L.P. By: Red Coat Capital Management, L.L.C. General Partner By: /s/ Kenneth L. Londoner _____________________________ Kenneth L. Londoner Managing Member /s/ Kenneth L. Londoner _____________________________ Kenneth L. Londoner October 24, 2000 11 Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated October 24, 2000 relating to the Common Stock of LodgeNet Entertainment Corporation shall be filed on behalf of the undersigned. RED COAT CAPITAL MANAGEMENT, L.L.C. By: /s/ Kenneth L. Londoner _____________________________ Kenneth L. Londoner Managing Member RED COAT CAPITAL PARTNERS, L.P. By: Red Coat Capital Management, L.L.C. General Partner By: /s/ Kenneth L. Londoner _____________________________ Kenneth L. Londoner Managing Member /s/ Kenneth L. Londoner _____________________________ Kenneth L. Londoner 12 Exhibit B SCHEDULE OF TRANSACTIONS Price Per Share Date Shares Purchased or (Sold) (excluding commission) ____ __________________________ _____________________ Oct 17 2000 (77,500) 15.438 Oct 17 2000 (67,400) 15.438 Oct 17 2000 (142,500) 14.875 Oct 17 2000 (34,016) 14.875 Oct 17 2000 (823,484) 14.875 Oct 18 2000 (6,400) 14.25 Oct 18 2000 (93,600) 14.25 13 02108003.AB4 -----END PRIVACY-ENHANCED MESSAGE-----