-----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, NOEf1H/kYq7+ooGOASyPh8e6Ss4XQebgSH152sO2EiTY/9u8r8rOH8Ib4azweHyP BOMtHP02RKopew0m1wduGw== 0000921530-05-000371.txt : 20050523 0000921530-05-000371.hdr.sgml : 20050523 20050523161934 ACCESSION NUMBER: 0000921530-05-000371 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050523 DATE AS OF CHANGE: 20050523 GROUP MEMBERS: ERIC SEMLER GROUP MEMBERS: TCS CAPITAL INTERNATIONAL, LTD. GROUP MEMBERS: TCS CAPITAL MANAGEMENT, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YOUNG BROADCASTING INC /DE/ CENTRAL INDEX KEY: 0000929144 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 133339681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43513 FILM NUMBER: 05851488 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127547070 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TCS CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001167167 IRS NUMBER: 134154908 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 350 PARK AVENUE STREET 2: 4TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126059811 SC 13G/A 1 young_13ga2-051305.txt MAY 13, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* YOUNG BROADCASTING INC. ----------------------- (Name of Issuer) Class A Common Stock, $.001 par value per share ----------------------------------------------- (Title of Class of Securities) 987434107 --------- (CUSIP Number) May 13, 2005 ------------ (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 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). Continued on following pages Page 1 of 10 Pages Exhibit Index: Page 9 SCHEDULE 13G CUSIP No. 987434107 Page 2 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) TCS CAPITAL INTERNATIONAL, LTD. 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization CAYMAN ISLANDS 5 Sole Voting Power Number of 903,654 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 903,654 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 903,654 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 5.01% 12 Type of Reporting Person (See Instructions) CO SCHEDULE 13G CUSIP No. 987434107 Page 3 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) TCS CAPITAL MANAGEMENT, LLC 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization DELAWARE 5 Sole Voting Power Number of 903,654 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 903,654 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 903,654 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [X] 11 Percent of Class Represented By Amount in Row (9) 5.01% 12 Type of Reporting Person (See Instructions) OO SCHEDULE 13G CUSIP No. 987434107 Page 4 of 10 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ERIC SEMLER 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 1,370,629 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 1,370,629 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 1,370,629 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 7.61% 12 Type of Reporting Person (See Instructions) IN; HC Page 5 of 10 Pages Item 1(a) Name of Issuer: Young Broadcasting Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 599 Lexington Avenue, New York, New York 10022 Item 2(a) Name of Person Filing: The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) TCS Capital International, Ltd. ("TCS Capital International"); ii) TCS Capital Management, LLC ("TCS Capital Management"); and iii) Eric Semler ("Mr. Eric Semler"). This Statement relates to Shares (as defined herein) held for the accounts of TCS Capital International, TCS Capital, LP, a Delaware limited partnership ("TCS Capital"), and TCS Capital II, LP, a Delaware limited partnership ("TCS Capital II"). TCS Capital Management, LLC, a Delaware limited liability company ("TCS Capital Management"), is the investment manager of each of TCS Capital International, TCS Capital and TCS Capital II. In his capacity as the managing member of TCS Capital Management, Mr. Semler may be deemed to have investment discretion over, and may be deemed to be the beneficial owner of, securities held for the accounts of TCS Capital International, TCS Capital and TCS Capital II. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the Reporting Persons is 888 Seventh Avenue, Suite 1504, New York, NY 10019. Item 2(c) Citizenship: 1) TCS Capital International is a Cayman Islands corporation; 2) TCS Capital Management is a Delaware limited liability company; and 3) Mr. Eric Semler is a citizen of the United States. Item 2(d) Title of Class of Securities: Class A Common Stock, par value $.001 per share (the "Class A Shares") Item 2(e) CUSIP Number: 987434107 Page 6 of 10 Pages Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Item 4. Ownership: Item 4(a) Amount Beneficially Owned: i) As of the date hereof, each of TCS Capital International and TCS Capital Management may be deemed to be the beneficial owner of the 903,654 Class A Shares held for the account of TCS Capital International. ii) As of the date hereof, Mr. Eric Semler may be deemed to be the beneficial owner of 1,370,629 Class A Shares. This number consists of (A) 903,654 Shares held for the account of TCS Capital International, (B) 74,719 Shares held for the account of TCS Capital, and (C) 392,256 Shares held for the account of TCS Capital II. Item 4(b) Percent of Class: According to the Issuer's most recent Quarterly Report on Form 10-Q, there were 18,019,412 Class A Shares and 1,941,331 shares of Class B common stock of the Issuer ("Class B Shares") outstanding as of April 18, 2005. i) The number of Class A Shares each of TCS Capital International and TCS Capital Management may be deemed to beneficially own constitutes approximately 5.01% of the total number of outstanding Class A Shares. ii) The number of Class A Shares Mr. Eric Semler may be deemed to beneficially own constitutes approximately 7.61% of the total number of outstanding Class A Shares. Holders of Class A Shares are entitled to one vote per share, and holders of Class B Shares are entitled to ten votes per share, except for votes relating to certain significant transactions. Holders of both classes of common stock of the Issuer vote together as a single class on all matters presented for a vote, except as otherwise required by law. Accordingly, as of the date hereof, (i) the 1,370,629 Class A Shares of which Mr. Eric Semler may be deemed to be the beneficial owner constitute approximately 3.66% of the voting power when the Class A Shares and Class B Shares vote together as a single class, except for votes relating to certain significant transactions; and (ii) the 903,654 Class A Shares of which each of TCS Capital International and TCS Capital Management may be deemed to be the beneficial owner constitute approximately 2.41% of the voting power when the Class A Shares and Class B Shares vote together as a single class, except for votes relating to certain significant transactions. Item 4(c) Number of shares as to which such person has: TCS Capital International ------------------------- (i) Sole power to vote or direct the vote 903,654 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 903,654 (iv) Shared power to dispose or to direct the disposition of 0 Page 7 of 10 Pages TCS Capital Management --------------------- (i) Sole power to vote or direct the vote 903,654 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 903,654 (iv) Shared power to dispose or to direct the disposition of 0 Mr. Eric Semler --------------- (i) Sole power to vote or direct the vote 1,370,629 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 1,370,629 (iv) Shared power to dispose or to direct the disposition of 0 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: The shareholders of TCS Capital International have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of TCS Capital International in accordance with their ownership interests in TCS Capital International. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 8 of 10 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: May 23, 2005 TCS CAPITAL INTERNATIONAL, LTD. By: TCS Capital Management, LLC its Investment Manager By: /s/ Eric Semler --------------------------------- Name: Eric Semler Title: Managing Manager Date: May 23, 2005 TCS CAPITAL MANAGEMENT, LLC By: /s/ Eric Semler --------------------------------- Name: Eric Semler Title: Managing Member Date: May 23, 2005 ERIC SEMLER /s/ Eric Semler --------------------------------- Page 9 of 10 Pages EXHIBIT INDEX Page No. -------- A. Joint Filing Agreement, dated as of May 23, 2005, by and among Mr. Eric Semler, TCS Capital Management, LLC and TCS Capital International, Ltd. 10 Page 10 of 10 Pages EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that this Amendment No. 2 on Schedule 13G with respect to the Class A Common Stock of Young Broadcasting Inc., dated as of May 23, 2005, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. Date: May 23, 2005 TCS CAPITAL INTERNATIONAL, LTD. By: TCS Capital Management, LLC its Investment Manager By: /s/ Eric Semler --------------------------------- Name: Eric Semler Title: Managing Manager Date: May 23, 2005 TCS CAPITAL MANAGEMENT, LLC By: /s/ Eric Semler --------------------------------- Name: Eric Semler Title: Managing Member Date: May 23, 2005 ERIC SEMLER /s/ Eric Semler --------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----