SC 13D/A 1 hearst13da.htm LOCAL.COM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

_____________

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

Local.com Corporation

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

53954R 10 5

(CUSIP Number)

Eve B. Burton

The Hearst Corporation

300 West 57th Street

New York, New York 10106

(212) 649-2045

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

Copy to:

 

Kathleen L. Werner, Esq.

Clifford Chance US LLP

31 West 52nd Street

New York, New York 10019

(212) 878-8000

 

July 10, 2007

(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. o

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.

(Continued on following pages)

(Page 1 of 27 Pages)

 

 


 

 

CUSIP No. 53954R 10 5

13D

Page   2   of   27   Pages

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

HEARST COMMUNICATIONS, INC.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)o

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

NOT APPLICABLE (CONVERSION AND DISPOSITION OF SHARES)

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

 

7.

SOLE VOTING POWER

0

 

8.

SHARED VOTING POWER

1,690,298 (1)

 

9.

SOLE DISPOSITIVE POWER

0

 

10.

SHARED DISPOSITIVE POWER

1,690,298 (1)

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,690,298 (1)

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.5% (1) (2)

 

14.

TYPE OF REPORTING PERSON

CO

 

(1) See Items 5(a) and (b).

(2) Calculation is based on a total number of outstanding shares (10,798,355) as of July 17, 2007 based on information provided in Local.com Corporation’s Form 10-Q filed on May 10, 2007 and its Form 8-K filed on July 13, 2007 plus (i) 496,268 shares of common stock issued on July 17, 2007 upon conversion of the balance of the Note (as defined herein), (ii) 597,015 shares of Common Stock issuable upon exercise of the Series A Warrant (as defined herein) and (iii) 597,015 shares of Common Stock issuable upon exercise of the Series B Warrant (as defined herein).

 

 

2

 


 

 

CUSIP No. 53954R 10 5

13D

Page   3   of   27   Pages

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

HEARST MAGAZINES PROPERTY, INC.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)o

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

NOT APPLICABLE (CONVERSION AND DISPOSITION OF SHARES)

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

NEVADA

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

0

8.

SHARED VOTING POWER

1,690,298 (1)

 

9.

SOLE DISPOSITIVE POWER

0

 

10.

SHARED DISPOSITIVE POWER

1,690,298 (1)

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,690,298 (1)

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.5% (1) (2)

 

14.

TYPE OF REPORTING PERSON

CO

 

 

3

 


 

 

 

CUSIP No. 53954R 10 5

13D

Page   4   of   27   Pages

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

COMMUNICATIONS DATA SERVICES, INC.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)o

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

NOT APPLICABLE (CONVERSION AND DISPOSITION OF SHARES)

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

IOWA

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

0

 

8.

SHARED VOTING POWER

1,690,298 (1)

 

9.

SOLE DISPOSITIVE POWER

0

 

10.

SHARED DISPOSITIVE POWER

1,690,298 (1)

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,690,298 (1)

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.5% (1) (2)

 

14.

TYPE OF REPORTING PERSON

CO

 

 

4

 


 

 

CUSIP No. 53954R 10 5

13D

Page   5   of   27   Pages

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

HEARST HOLDINGS, INC.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)o

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

NOT APPLICABLE (CONVERSION AND DISPOSITION OF SHARES)

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

 

8.

SHARED VOTING POWER

1,690,298 (1)

 

9.

SOLE DISPOSITIVE POWER

0

 

10.

SHARED DISPOSITIVE POWER

1,690,298 (1)

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,690,298 (1)

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.5% (1) (2)

 

14.

TYPE OF REPORTING PERSON

CO

 

 

5

 


 

 

 

CUSIP No. 53954R 10 5

13D

Page   6   of   27   Pages

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

THE HEARST CORPORATION

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)o

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

NOT APPLICABLE (CONVERSION AND DISPOSITION OF SHARES)

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

DELAWARE

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

 

 

8.

SHARED VOTING POWER

1,690,298 (1)

 

9.

SOLE DISPOSITIVE POWER

0

 

10.

SHARED DISPOSITIVE POWER

1,690,298 (1)

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,690,298 (1)

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.5% (1) (2)

 

14.

TYPE OF REPORTING PERSON

CO

 

 

6

 


 

 

 

CUSIP No. 53954R 10 5

13D

Page   7   of   27   Pages

1.

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

THE HEARST FAMILY TRUST

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)o

(b)o

3.

SEC USE ONLY

 

 

4.

SOURCES OF FUNDS

NOT APPLICABLE (CONVERSION AND DISPOSITION OF SHARES)

 

5.

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

o

6.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CALIFORNIA

 

 

 

NUMBER OF

UNITS

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7.

SOLE VOTING POWER

0

 

8.

SHARED VOTING POWER

1,690,298 (1)

 

9.

SOLE DISPOSITIVE POWER

0

 

10.

SHARED DISPOSITIVE POWER

1,690,298 (1)

 

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,690,298 (1)

 

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

13.5% (1) (2)

 

14.

TYPE OF REPORTING PERSON

OO (testamentary trust)

 

 

7

 


 

 

SCHEDULE 13D

Item 1.

Security and Issuer

This Amendment No. 3 supplements and amends the Statement on Schedule 13D originally filed with the Securities and Exchange Commission on March 2, 2007, the Amendment No. 1 to the Statement on Schedule 13D filed on April 6, 2007 and the Amendment No. 2 to the Statement on Schedule 13D filed on July 3, 2007 (collectively, the "Statement") and relates to (i) the $6.0 million senior secured convertible note (the "Note"), bearing interest at 9% per annum for a term of two years, which was initially convertible into 1,492,537 shares of common stock, par value $0.00001, (the "Common Stock") of Local.com Corporation, a Delaware corporation (the "Issuer") at a conversion price of $4.02 per share, (ii) a warrant to purchase an aggregate of 597,015 shares of Common Stock at an exercise price (subject to adjustment) of $4.82 per share (the "Series A Warrant") and (iii) a warrant to purchase an aggregate of 597,015 shares of Common Stock at an exercise price (subject to adjustment) of $5.63 per share (the "Series B Warrant" and together with the Series A Warrant, the "Warrants"), issued to Hearst Communications, Inc., a Delaware corporation ("Hearst Communications") pursuant to the Purchase Agreement (the "Purchase Agreement"), dated as of February 22, 2007, among the Issuer, Hearst Communications, SRB Greenway Capital, L.P., SRB Greenway Capital (QP), L.P. and SRB Greenway Offshore Operating Fund, L.P., as amended by the parties thereto by that certain Amendment No. 1 to Purchase Agreement, dated as of March 29, 2007 (the "Amendment"). The Issuer's principal executive offices are located at One Technology Drive, Building G, Irvine, California 92618.

Item 2.

Identity and Background

(a) – (c)     This Amendment No. 3 is being filed jointly by Hearst Communications, Hearst Magazines Property, Inc., a Nevada corporation ("Hearst Magazines"), Communications Data Services, Inc., an Iowa corporation ("CDS"), Hearst Holdings, Inc., a Delaware corporation ("Hearst Holdings"), The Hearst Corporation, a Delaware corporation ("Hearst"), and The Hearst Family Trust, a testamentary trust (the "Trust" and together with Hearst Communications, Hearst Magazines, CDS, Hearst Holdings and Hearst, the "Reporting Persons").

Hearst, together with its various subsidiaries, is one of the world's largest diversified communications companies, with interests in newspaper, magazine, television and radio broadcasting, cable network programming, newspaper features distribution, television production and distribution, and new media activities. All of Hearst's issued and outstanding common stock is owned by the Trust. The location of Hearst's principal offices is 300 West 57th Street, New York, New York 10106. The location of the Office of the Trust is 888 Seventh Avenue, New York, New York 10106.

Hearst Holdings is a Delaware corporation and a wholly-owned subsidiary of Hearst. The principal executive offices of Hearst Holdings are located at 300 West 57th Street, New York, New York 10106.

CDS is an Iowa corporation and a wholly owned subsidiary of Hearst Holdings. The principal executive offices of CDS are located at 1901 Bell Avenue, Des Moines, Iowa 50315.

Hearst Magazines is a Nevada corporation and a wholly-owned subsidiary of CDS. The principal executive offices of Hearst Magazines are located at 2 Sound View Drive, Greenwich, Connecticut 06830.

 

8

 


 

 

Hearst Communications is a Delaware corporation and a subsidiary of Hearst Magazines and Hearst Holdings. The principal executive offices of Hearst Communications are located at 300 West 57th Street, New York, NY 10106.

 

Schedule I hereto sets forth the name, business address, present principal occupation or employment of each of the directors and executive officers of Hearst, Hearst Holdings, CDS, Hearst Magazines, Hearst Communications and the trustees of the Trust and the name, principal business and address of any corporation or other organization in which such employment is conducted.

(d) – (e)       During the last five years, none of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the persons listed on Schedule I hereto: (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was 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 further violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)           Schedule I hereto sets forth the citizenship of each of the directors and executive officers of Hearst, Hearst Holdings, CDS, Hearst Magazines, Hearst Communications and the trustees of the Trust.

Item 5.

Interests in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated as follows:

(a) - (b) On July 10, 2007, Hearst Communications converted approximately $3.0 million principal amount of the Note and received 746,269 shares of Common Stock issued upon such conversion. On July 10, 2007, Hearst Communications sold the 746,269 shares of Common Stock issued upon conversion of the Note through a series of open-market transactions. On July 12, 2007, Hearst Communications converted an additional approximately $1.0 million principal amount of the Note and received 250,000 shares of Common Stock issued upon such conversion. On July 12, 2007, Hearst Communications sold the 250,000 shares of Common Stock issued upon conversion of the Note through a series of open-market transactions. On July 17, 2007, Hearst Communications converted the remaining approximately $2.0 million principal amount of the Note and received 496,268 shares of Common Stock issued upon such conversion. After giving effect to these transactions, pursuant to Rule 13d-3(d)(1), Hearst Communications beneficially owns an aggregate of 1,690,298 shares of Common Stock by virtue of its ownership of (i) the 496,268 shares of Common Stock which were issued upon the conversion of the balance of the Note on July 17, 2007, (ii) the Series A Warrant to purchase 597,015 shares of Common Stock at an exercise price (subject to adjustment) of $4.82 and (iii) the Series B Warrant to purchase an aggregate of 597,015 shares of Common Stock at an exercise price (subject to adjustment) of $5.63.

 

9

 


 

 

Hearst Communications is the direct owner of the Common Stock, the Series A Warrant and the Series B Warrant described herein (the "Securities"). Pursuant to the definition of "beneficial owner" set forth in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, each of Hearst Magazines, CDS, Hearst Holdings, Hearst and the Trust may be deemed to beneficially own the Note, the Series A Warrant, the Series B Warrant and the Securities. Hearst Magazines has the power to direct the disposition and voting of the Securities as the controlling shareholder of Hearst Communications. CDS has the power to direct the disposition and voting of the Securities as the sole shareholder of Hearst Magazines. Hearst Holdings has the power to direct the disposition and voting of the Securities as the sole shareholder of CDS. The Trust and Hearst have the power to direct the disposition and voting of the Securities as the direct or indirect sole shareholders of Hearst and Hearst Holdings, respectively. Accordingly, Hearst Communications shares the power to direct the disposition and voting of the Securities beneficially owned by it, and Hearst Magazines, CDS, Hearst Holdings, Hearst and the Trust share the power to direct the disposition and voting of the Securities beneficially owned by Hearst Communications.

For purposes of this Statement, as of July 17, 2007: (i) Hearst Communications has the power to direct the disposition and voting of a total of 1,690,298 shares of Common Stock and (ii) Hearst Magazines, CDS, Hearst Holdings, Hearst and the Trust are reporting that they share the power to direct the disposition and voting of the 1,690,298 shares of Common Stock, representing approximately 13.5% of the shares of Common Stock outstanding after giving effect to full conversion of the Note and assuming the Series A Warrant and Series B Warrant are exercised.

(c)           Since filing Amendment No. 2 to the Statement on Schedule 13D on July 3, 2007 and through the close of business on July 16, 2007, Hearst Communications has made the following sales of Common Stock of the Issuer pursuant to open-market transactions:

Date

# of Shares

Price Per Share ($)

Aggregate Price ($)

7/10/2007

17751

$8.83

$156,741.33

 

7/10/2007

33269

$8.90

$296,094.10

 

7/10/2007

10583

$8.91

$94,294.53

 

7/10/2007

6217

$8.92

$55,455.64

 

7/10/2007

8200

$8.93

$73,226.00

 

7/10/2007

19680

$8.95

$176,136.00

 

7/10/2007

11107

$8.96

$99,518.72

 

7/10/2007

5700

$8.97

$51,129.00

 

7/10/2007

10778

$8.98

$96,786.44

 

7/10/2007

10500

$8.99

$94,395.00

 

7/10/2007

76834

$9.00

$691,506.00

 

7/10/2007

2751

$9.01

$24,786.51

 

7/10/2007

5278

$9.02

$47,607.56

 

7/10/2007

2270

$9.03

$20,498.10

 

7/10/2007

500

$9.04

$4,520.00

 

 

 

10

 


 

 

 

7/10/2007

2800

$9.05

$25,340.00

7/10/2007

3400

$9.06

$30,804.00

7/10/2007

5384

$9.07

$48,832.88

7/10/2007

700

$9.08

$6,356.00

7/10/2007

34720

$9.10

$315,952.00

7/10/2007

9980

$9.11

$90,917.80

7/10/2007

600

$9.14

$5,484.00

7/10/2007

400

$9.15

$3,660.00

7/10/2007

3052

$9.20

$28,078.40

7/10/2007

88851

$9.50

$844,084.50

7/10/2007

5640

$9.51

$53,636.40

7/10/2007

6784

$9.52

$64,583.68

7/10/2007

10400

$9.53

$99,112.00

7/10/2007

19730

$9.54

$188,224.20

7/10/2007

17210

$9.55

$164,355.50

7/10/2007

11100

$9.56

$106,116.00

7/10/2007

5200

$9.57

$49,764.00

7/10/2007

3420

$9.58

$32,763.60

7/10/2007

480

$9.59

$4,603.20

7/10/2007

3403

$9.60

$32,668.80

7/10/2007

697

$9.61

$6,698.17

7/10/2007

100

$9.62

$962.00

7/10/2007

200

$9.63

$1,926.00

7/10/2007

1500

$9.69

$14,535.00

7/10/2007

53200

$9.70

$516,040.00

7/10/2007

500

$9.80

$4,900.00

7/10/2007

300

$9.81

$2,943.00

7/10/2007

2200

$9.82

$21,604.00

7/10/2007

1500

$9.83

$14,745.00

7/10/2007

1700

$9.84

$16,728.00

7/10/2007

1100

$9.86

$10,846.00

7/10/2007

1600

$9.88

$15,808.00

 

 

11

 


 

 

 

7/10/2007

3100

$9.89

$30,659.00

7/10/2007

2300

$9.90

$22,770.00

7/10/2007

2725

$9.91

$27,004.75

7/10/2007

2030

$9.92

$20,137.60

7/10/2007

1475

$9.93

$14,646.75

7/10/2007

970

$9.94

$9,641.80

7/10/2007

2400

$9.95

$23,880.00

7/10/2007

3300

$9.96

$32,868.00

7/10/2007

2300

$9.98

$22,954.00

7/10/2007

100

$9.99

$999.00

7/10/2007

32282

$10.00

$322,820.00

7/10/2007

13200

$10.01

$132,132.00

7/10/2007

15254

$10.02

$152,845.08

7/10/2007

4455

$10.03

$44,683.65

7/10/2007

6800

$10.04

$68,272.00

7/10/2007

6016

$10.05

$60,460.80

7/10/2007

16300

$10.06

$163,978.00

7/10/2007

2250

$10.07

$22,657.50

7/10/2007

2938

$10.08

$29,615.04

7/10/2007

3100

$10.09

$31,279.00

7/10/2007

7280

$10.10

$73,528.00

7/10/2007

1550

$10.11

$15,670.50

7/10/2007

12700

$10.12

$128,524.00

7/10/2007

2600

$10.13

$26,338.00

7/10/2007

6625

$10.14

$67,177.50

7/10/2007

4000

$10.15

$40,600.00

7/10/2007

3750

$10.16

$38,100.00

7/10/2007

700

$10.17

$7,119.00

7/10/2007

8300

$10.19

$84,577.00

7/10/2007

6000

$10.20

$61,200.00

7/10/2007

100

$10.23

$1,023.00

7/10/2007

400

$10.37

$4,148.00

 

 

12

 


 

 

 

7/10/2007

800

$10.48

$8,384.00

7/10/2007

100

$10.50

$1,050.00

7/10/2007

3300

$10.51

$34,683.00

7/10/2007

300

$10.62

$3,186.00

7/10/2007

1000

$10.63

$10,630.00

7/10/2007

1600

$10.64

$17,024.00

7/10/2007

3300

$10.65

$35,145.00

7/10/2007

5000

$10.66

$53,300.00

7/10/2007

2900

$10.67

$30,943.00

7/10/2007

4000

$10.68

$42,720.00

7/10/2007

4000

$10.69

$42,760.00

7/10/2007

2200

$10.70

$23,540.00

7/10/2007

900

$10.71

$9,639.00

7/10/2007

500

$10.72

$5,360.00

7/10/2007

100

$10.73

$1,073.00

7/10/2007

3200

$10.74

$34,368.00

7/10/2007

1600

$10.75

$17,200.00

7/10/2007

1700

$10.78

$18,326.00

7/10/2007

750

$10.80

$8,100.00

7/10/2007

1050

$10.81

$11,350.50

7/10/2007

3200

$10.82

$34,624.00

7/10/2007

100

$10.84

$1,084.00

7/10/2007

50

$10.85

$542.50

7/10/2007

5900

$10.88

$64,192.00

7/10/2007

150

$10.89

$1,633.50

7/10/2007

100

$10.95

$1,095.00

7/10/2007

1900

$10.98

$20,862.00

7/12/2007

99653

$9.00

$896,877.00

7/12/2007

7400

$9.01

$66,674.00

7/12/2007

940

$9.02

$8,478.80

7/12/2007

3611

$9.03

$32,607.33

7/12/2007

1400

$9.035

$12,649.00

 

 

13

 


 

 

 

7/12/2007

6689

$9.04

$60,468.56

7/12/2007

10400

$9.05

$94,120.00

7/12/2007

6500

$9.06

$58,890.00

7/12/2007

4100

$9.07

$37,187.00

7/12/2007

1750

$9.08

$15,890.00

7/12/2007

8335

$9.09

$75,765.15

7/12/2007

19139

$9.10

$174,164.90

7/12/2007

12200

$9.11

$111,142.00

7/12/2007

1000

$9.115

$9,115.00

7/12/2007

12535

$9.12

$114,319.20

7/12/2007

5648

$9.13

$51,566.24

7/12/2007

9800

$9.14

$89,572.00

7/12/2007

3400

$9.15

$31,110.00

7/12/2007

3200

$9.16

$29,312.00

7/12/2007

1600

$9.185

$14,696.00

7/12/2007

797

$9.20

$7,332.40

7/12/2007

2230

$9.21

$20,538.30

7/12/2007

700

$9.215

$6,450.50

7/12/2007

1900

$9.22

$17,518.00

7/12/2007

4300

$9.23

$39,689.00

7/12/2007

2073

$9.24

$19,154.52

7/12/2007

1000

$9.25

$9,250.00

7/12/2007

3928

$9.26

$36,373.28

7/12/2007

6900

$9.27

$63,963.00

7/12/2007

3210

$9.28

$29,788.80

7/12/2007

472

$9.29

$4,384.88

7/12/2007

2400

$9.30

$22,320.00

7/12/2007

790

$9.36

$7,394.40

 

(d)           To the best knowledge of the Reporting Persons, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock and the Warrants beneficially owned by Hearst Communications.

 

(e)

Not applicable.

 

14

 


 

 

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:

July 18, 2007

 

 

 

HEARST COMMUNICATIONS, INC.

 

 

 

 

By: /s/ James M. Asher                            

 

Name: James M. Asher

 

 

Title:

Senior Vice President

 

 

 


 

 

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:

July 18, 2007

 

 

 

HEARST MAGAZINES PROPERTY, INC.

 

 

 

 

By: /s/ James M. Asher                            

 

Name: James M. Asher

 

 

Title:

Vice President

 

 

 


 

 

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:

July 18, 2007

 

 

 

COMMUNICATIONS DATA SERVICES, INC.

 

 

 

 

By: /s/ James M. Asher                            

 

Name: James M. Asher

 

 

Title:

Vice President

 

 

 


 

 

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:

July 18, 2007

 

 

 

HEARST HOLDINGS, INC.

 

 

 

 

By: /s/ James M. Asher                            

 

Name: James M. Asher

 

 

Title:

Senior Vice President

 

 

 


 

 

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:

July 18, 2007

 

 

 

THE HEARST CORPORATION

 

 

 

 

By: /s/ James M. Asher                            

 

Name: James M. Asher

 

 

Title:

Senior Vice President

 

 

 


 

 

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:

July 18, 2007

 

 

 

THE HEARST FAMILY TRUST

 

 

 

 

By: /s/ Frank A. Bennack, Jr.                    

 

Name: Frank A. Bennack, Jr.

 

 

Title:

Trustee

 

 

 

 


 

 

SCHEDULE I

 

Set forth below is the name and the present principal occupation or employment of each director and executive officer of Hearst Communications, Hearst Magazines, CDS, Hearst Holdings and Hearst. Trustees of the Trust are identified by an asterisk. Unless otherwise indicated, each person identified below is employed by Hearst Communications, an indirect, wholly-owned subsidiary of Hearst, and may perform services for Hearst or one of its other wholly-owned subsidiaries. The principal business address of Hearst, Hearst Communications and Hearst Holdings, and unless otherwise indicated, each person identified below, is 300 West 57th Street, New York, New York 10019. The address of the Office of the Trust is 888 Seventh Avenue, New York, New York 10106. The principal executive offices of CDS are located at 1901 Bell Avenue, Des Moines, Iowa 50315. The principal executive offices of Hearst Magazines are located at 2 Sound View Drive, Greenwich, Connecticut 06830. Unless otherwise indicated, all persons identified below are United States citizens.

 

NAME

PRESENT OFFICE/PRINCIPAL

OCCUPATION OR EMPLOYMENT

 

 

Hearst Communications

 

 

 

George R. Hearst, Jr.*

 

Chairman of the Board, Director

 

Frank A. Bennack, Jr.* (1)

Vice Chairman of the Board, Chairman of Executive Committee, Director

 

 

Victor F. Ganzi*

President, Chief Executive Officer, Director

 

 

James M. Asher

Senior Vice President, Chief Legal and Development Officer, Director

 

 

Anissa B. Balson*

Director

 

 

David J. Barrett

Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc.

 

 

Cathleen P. Black

Senior Vice President, Director; President: Hearst Magazines Division

 

 

Catherine A. Bostron

Secretary

 

 

Eve B. Burton

Vice President, General Counsel

 

 

John G. Conomikes* (1)

Director

 

 

Richard E. Deems* (1)

Director

 

 

Steven DeLorenzo

Vice President

 

 

Ronald J. Doerfler

Senior Vice President, Chief Financial Officer, Treasurer, Director

 

 

 

 

21

 


 

 

 

Alfredo Gatto

Vice President; Vice President and General Manager, Hearst Service Center Division

 

 

George J. Green

Vice President; President: Hearst Magazines International Division

 

 

Mark Hasson

Vice President-Finance

 

 

Austin Hearst

Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc.

 

 

John R. Hearst, Jr.*

Director

 

 

Stephen T. Hearst (2)

Director; Vice President: San Francisco Realties HCI Division, Hearst Communications Inc.; Vice President: San Francisco Realties Division, The Hearst Corporation; Vice President, San Simeon Ranch Division, Hearst Holdings, Inc.

 

 

William R. Hearst, III* (3)

Director; Partner: Kleiner, Perkins, Caufield & Byers

 

 

George B. Irish

Senior Vice President, Director; President: Hearst Newspapers Division

 

 

Harvey L. Lipton* (1)

Director

 

 

Richard P. Malloch

Vice President; President: Hearst Business Media Group Administrative Division

 

 

Gilbert C. Maurer* (1)

Director

 

 

Mark F. Miller* (1)

Director

 

 

Bruce L. Paisner

Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division

 

 

Dionysios Psyhogios

Vice President-Taxes

 

 

Virginia Hearst Randt*

Director

 

 

Debra Shriver

Vice President

 

 

 

 

22

 


 

 

 

Hearst Magazines

 

 

 

George J. Green

President, Treasurer, Director; President: Hearst Magazines International Division, Hearst Communications, Inc.

 

 

James M. Asher

Vice President

 

 

Catherine A. Bostron

Secretary

 

 

Ronald J. Doerfler

Vice President

 

 

John A. Rohan, Jr.

Vice President, Director; Vice President, Hearst Magazines Division, Hearst Communications, Inc.

 

 

 

 

CDS

 

 

 

Malcolm Netburn (4)

Chairman, Director

 

 

Kenneth J. Barloon (4)

Senior Vice President, Chief Financial Officer

 

 

Timothy A. Plimmer (4)

Senior Vice President

 

 

James M. Asher

Vice President

 

 

Cathleen P. Black

Director; President: Hearst Magazines Division, Hearst Communications, Inc.

 

 

Catherine A. Bostron

Secretary

 

 

Timothy M. Day (4)

Vice President

 

 

Ronald J. Doerfler

Vice President

 

 

Nancy A. Gessmann (4)

Vice President

 

 

John P. Loughlin

Vice President, Director; Executive Vice President and General Manager, Hearst Magazines Division, Hearst Communications, Inc.

 

 

Dennis Luther (4)

Vice President – Director of Marketing

 

 

Paul McCarthy (4)

Vice President – Director of Information Services

 

 

Lynn Reinicke (4)

Vice President – Director of Business Development

 

 

John A. Rohan, Jr.

Treasurer, Director; Vice President, Hearst Magazines Division, Hearst Communications, Inc.

 

 

23

 


 

 

 

Hearst Holdings

 

 

 

George R. Hearst, Jr.*

 

Chairman of the Board, Director

Frank A. Bennack, Jr.* (1)

Vice Chairman of the Board, Chairman of Executive Committee, Director

 

 

Victor F. Ganzi*

President, Chief Executive Officer, Director

 

 

James M. Asher

Senior Vice President, Chief Legal and Development Officer, Director

 

 

Anissa B. Balson*

Director

 

 

David J. Barrett

Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc.

 

 

Cathleen P. Black

Senior Vice President, Director; President: Hearst Magazines Division, Hearst Communications, Inc.

 

 

Catherine A. Bostron

Secretary

 

 

Eve B. Burton

Vice President, General Counsel

 

 

John G. Conomikes* (1)

Director

 

 

Richard E. Deems* (1)

Director

 

 

Steven DeLorenzo

Vice President

 

 

Ronald J. Doerfler

Senior Vice President, Chief Financial Officer, Treasurer, Director

 

 

Alfredo Gatto

Vice President; Vice President and General Manager, Hearst Service Center Division, Hearst Communications, Inc.

 

 

George J. Green

Vice President; President: Hearst Magazines International Division, Hearst Communications, Inc.

 

 

Mark Hasson

Vice President-Finance

 

 

Austin Hearst

Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc.

 

 

John R. Hearst, Jr.*

Director

 

 

Stephen T. Hearst (2)

Director; Vice President: San Francisco Realties HCI Division, Hearst Communications Inc.; Vice President: San Francisco Realties Division, The Hearst Corporation; Vice President, San Simeon Ranch Division, Hearst Holdings, Inc.

 

 

 

 

24

 


 

 

 

William R. Hearst, III* (3)

Director; Partner: Kleiner, Perkins, Caufield & Byers

 

 

George B. Irish

Senior Vice President, Director; President: Hearst Newspapers Division, Hearst Communications, Inc.

 

 

Harvey L. Lipton* (1)

Director

 

 

Richard P. Malloch

Vice President; President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc.

 

 

Gilbert C. Maurer* (1)

Director

 

 

Mark F. Miller* (1)

Director

 

 

Bruce L. Paisner

Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc.

 

 

Dionysios Psyhogios

Vice President-Taxes

 

 

Virginia Hearst Randt*

Director

 

 

Debra Shriver

Vice President

 

 

 

 

Hearst

 

 

 

George R. Hearst, Jr.*

 

Chairman of the Board, Director

 

Frank A. Bennack, Jr.* (1)

Vice Chairman of the Board, Chairman of Executive Committee, Director

 

 

Victor F. Ganzi*

President, Chief Executive Officer, Director

 

 

James M. Asher

Senior Vice President, Chief Legal and Development Officer, Director

 

 

Anissa B. Balson*

Director

 

 

David J. Barrett

Director; President and Chief Executive Officer: Hearst-Argyle Television, Inc.

 

 

Cathleen P. Black

Senior Vice President, Director; President: Hearst Magazines Division, Hearst Communications, Inc.

 

 

Catherine A. Bostron

Secretary

 

 

Eve B. Burton

Vice President, General Counsel

 

 

 

 

25

 


 

 

 

John G. Conomikes* (1)

Director

 

 

Richard E. Deems* (1)

Director

 

 

Steven DeLorenzo

Vice President

 

 

Ronald J. Doerfler

Senior Vice President, Chief Financial Officer, Treasurer, Director

 

 

Alfredo Gatto

Vice President; Vice President and General Manager, Hearst Service Center Division, Hearst Communications, Inc.

 

 

George J. Green

Vice President; President: Hearst Magazines International Division, Hearst Communications, Inc.

 

 

Mark Hasson

Vice President-Finance

 

 

Austin Hearst

Director; Vice President: Hearst Entertainment Distribution Division, Hearst Entertainment, Inc.

 

 

John R. Hearst, Jr.*

Director

 

 

Stephen T. Hearst (2)

Director; Vice President: San Francisco Realties HCI Division, Hearst Communications Inc.; Vice President: San Francisco Realties Division, The Hearst Corporation; Vice President, San Simeon Ranch Division, Hearst Holdings, Inc.

 

 

William R. Hearst, III* (3)

Director; Partner: Kleiner, Perkins, Caufield & Byers

 

 

George B. Irish

Senior Vice President, Director; President: Hearst Newspapers Division, Hearst Communications, Inc.

 

 

Harvey L. Lipton* (1)

Director

 

 

Richard P. Malloch

Vice President; President: Hearst Business Media Group Administrative Division, Hearst Communications, Inc.

 

 

Gilbert C. Maurer* (1)

Director

 

 

Mark F. Miller* (1)

Director

 

 

Bruce L. Paisner

Vice President; Executive Vice President: Hearst Entertainment and Syndication Group Administrative Division, Hearst Communications, Inc.

 

 

 

 

26

 


 

 

 

Dionysios Psyhogios

Vice President-Taxes

 

 

Virginia Hearst Randt*

Director

 

 

Debra Shriver

Vice President

 

 

__________________________________

 

(1)

Self-employed, non-employed or retired.

 

(2)

5 Third Street

 

 

Suite 200

 

 

San Francisco, CA 94103

 

(3)

765 Market Street, #34D

 

 

San Francisco, CA 94103

 

(4)

Employed by CDS.

 

 

1901 Bell Avenue

 

 

Des Moines, IA 50315

 

 

 

 

27