SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
DallasNews Corp (Name of Issuer) |
Series A Common Stock, $0.01 par value (Title of Class of Securities) |
235050101 (CUSIP Number) |
Guy Gilmore MNG Enterprises, Inc., 5990 Washington Street Denver, CO, 80216 (303) 954-6450 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/11/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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CUSIP No. | 235050101 |
1 |
Name of reporting person
Strategic Investment Opportunities LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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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)
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6 | Citizenship or place of organization
DELAWARE
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
470,000.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | 235050101 |
1 |
Name of reporting person
MNG Enterprises, Inc. | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
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3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
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: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
470,000.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
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CUSIP No. | 235050101 |
1 |
Name of reporting person
MNG Investment Holdings LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
AF | ||||||||
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: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
470,000.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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CUSIP No. | 235050101 |
1 |
Name of reporting person
Freeman Heath | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
OO | ||||||||
5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 | Citizenship or place of organization
UNITED STATES
| ||||||||
Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
470,000.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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CUSIP No. | 235050101 |
1 |
Name of reporting person
Alden Global Capital LLC | ||||||||
2 | Check the appropriate box if a member of a Group (See Instructions)
![]() ![]() | ||||||||
3 | SEC use only | ||||||||
4 |
Source of funds (See Instructions)
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: |
| ||||||||
11 | Aggregate amount beneficially owned by each reporting person
470,000.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
14 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13D
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Item 1. | Security and Issuer | |
(a) | Title of Class of Securities:
Series A Common Stock, $0.01 par value | |
(b) | Name of Issuer:
DallasNews Corp | |
(c) | Address of Issuer's Principal Executive Offices:
P.O. Box 224866, Dallas,
TEXAS
, 75222-4866. | |
Item 1 Comment:
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 2 to the Schedule 13D ("Amendment No. 2") amends certain items of the Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on July 22, 2025 (the "Original Schedule 13D"), as amended and supplemented by Amendment No. 1 filed with the Commission on July 31, 2025 (collectively, the "Schedule 13D"), relating to the Series A Common Stock, par value $0.01 per share (the "Series A Common Stock"), of DallasNews Corporation (the "Issuer"). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. | ||
Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On August 11, 2025, MNG delivered a letter to the Board (the "Enhanced Proposal Letter") setting forth the terms of its enhanced offer (the "Enhanced Proposal") to acquire all of the issued and outstanding shares of the Issuer's Common Stock not already owned by MNG for $17.50 per share in cash, which represents a $1.00 per share increase over its initial Proposal of $16.50 per share.
The foregoing description of the Enhanced Proposal Letter is qualified in its entirety by reference to the full text of the Enhanced Proposal Letter, a copy of which is included as Exhibit 99.6 to this Schedule 13D and is incorporated by reference in its entirety. | ||
Item 5. | Interest in Securities of the Issuer | |
(a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
As of the date hereof, the Reporting Persons may be deemed to beneficially own 470,000 shares of Series A Common Stock, or approximately 9.9% of the Series A Common Stock outstanding. The percentage of Series A Common Stock reported as beneficially owned by the Reporting Persons is based on 4,739,025 shares of Series A Common Stock outstanding as of July 28, 2025, as reported in the Form 10-Q filed by the Issuer on July 30, 2025. | |
Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit Description
Exhibit 99.6: Enhanced Proposal Letter to the Board, dated August 11, 2025 |
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.
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