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Previous: LANGER BIOMECHANICS GROUP INC, 8-K, EX-10, 2000-11-17 |
Next: TRIBUNE CO, SC 13D, EX-99.3, 2000-11-17 |
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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.
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. |
_________________
1 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. 01245P | 13D | Page 2 of 9 Pages |
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1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| Tribune Company
|
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
| (b) [ ]
|
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3 | SEC USE ONLY
|
|
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4 | SOURCE OF FUNDS*
| WC
|
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
| N/A
|
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| Delaware
|
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| 7 | SOLE VOTING POWER
NUMBER OF | | 689,552
SHARES |--------------------------------------------------------------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY | | 0
EACH |--------------------------------------------------------------------------------------
REPORTING | 9 | SOLE DISPOSITIVE POWER
PERSON | | 689,552
WITH |--------------------------------------------------------------------------------------
| 10 | SHARED DISPOSITIVE POWER
| | 0
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 689,552
|
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* /__/
| N/A
|
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 14.71%
|
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14 | TYPE OF REPORTING PERSON*
| CO
|
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
| CUSIP No. 01245P | 13D | Page 3 of 9 Pages |
This Amendment No. 1 to Schedule 13D (this “Amendment”) is being filed by Tribune Company, a Delaware corporation (“Tribune”), in order to supplement and restate the Schedule 13D filed by The Times Mirror Company (“TMC”) on September 1, 1999 (the “Schedule 13D”) and in order to file two agreements as Exhibits. By virtue of the merger of TMC with and into Tribune on June 12, 2000, Tribune became the successor in interest to the securities of Alternate Marketing Networks, Inc., a Michigan corporation (the “Issuer”), to which this Amendment relates.
Item 1. Security and Issuer.
The title and class of the equity securities to which this amendment relates is the Common Stock, no par value (the “Common Stock”), of the Issuer. The principal executive offices of the Issuer are located at One Ionia S.W., Suite 300, Grand Rapids, MI 49503.
Item 2. Identity and Background.
Tribune is a media company. Through its subsidiaries, Tribune publishes newspapers in print and digital formats, and broadcasts, develops and distributes information and entertainment principally in metropolitan areas in the United States. The principal business and office address of Tribune is Tribune Company, 435 North Michigan Avenue, Chicago, Illinois 60611. Tribune’s principal Internet site is www.tribune.com.
The names, addresses, offices and citizenship of the directors and executive officers of Tribune are set forth on Annex I hereto. Neither Tribune nor, to the knowledge of Tribune, any of the its executive officers or directors, during the last five years, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting 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 violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
As described in the original Schedule 13D, on August 20, 1999 (a) TMC and the Issuer entered into a Stock Purchase Agreement providing for the issuance by the Issuer to TMC of 350,000 shares of Common Stock (the “Issuer Shares”) in exchange for $1,050,000 and (b) TMC and Edelson Technology Partners II, L.P., a Delaware limited partnership (“Edelson”), entered into a Stock Purchase Agreement providing for the purchase by TMC of 339,552 shares of Common Stock held by Edelson (the “Edelson Shares,” and together with the Issuer Shares, the “Shares”) for a purchase price of $933,768. The source of funds used to purchase the Shares was the working capital of TMC.
| CUSIP No. 01245P | 13D | Page 4 of 9 Pages |
Item 4. Purpose of Transaction.
On September 10, 1999, TMC and the Issuer entered into a Shareholder Agreement (the “Shareholder Agreement”), a copy of which is filed herewith as Exhibit 99.3. Pursuant to the Shareholder Agreement, the number of seats on the Issuer’s Board of Directors was increased from four to five. TMC had the right to nominate a director to fill the newly created board seat and to nominate a director to fill a vacancy created by the resignation from the Board of Directors of Harry Edelson.
Tribune may purchase additional shares of Common Stock in the future through open- market purchases, privately negotiated transactions or otherwise. The statement in the prior sentence shall not be considered a tender offer to purchase any additional shares of Common Stock.
Other than as described above, Tribune has no plans or proposals that relate to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although it reserves the right to develop such plans).
Item 5. Interest in Securities of the Issuer.
See rows 7 through 11 and row 13 on page 2.
The Issuer’s Quarterly Report on Form 10-QSB for the quarterly period ended September 30, 2000 states that, as of October 31, 2000, there were 4,689,105 shares of Common Stock outstanding. The percentage ownership of Tribune was derived using this number of shares of Common Stock outstanding.
During the sixty-day period preceding the date of the filing of this amendment, Tribune did not acquire any shares of Common Stock. 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 beneficially owned by Tribune.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Pursuant to the Shareholder Agreement, in the event that the Issuer desires to issue and sell additional shares of Common Stock in a public or private offering for cash (an “Offering”), Tribune has the right to purchase such number of shares to maintain its then current percentage ownership interest in the Issuer and to prevent any dilution of its percentage ownership interest in the Issuer that would otherwise occur as a result of any such Offering. In addition, Tribune has a preemptive right to purchase additional shares of Common Stock, so long as the shares of Common Stock sold to Tribune, when aggregated with the shares already held by Tribune, do not result in Tribune owning 45% or more of the outstanding shares of Common Stock.
| CUSIP No. 01245P | 13D | Page 5 of 9 Pages |
On September 10, 1999, TMC and the Issuer also entered into a Registration Rights Agreement (the “Registration Rights Agreement”), a copy of which is filed herewith as Exhibit 99.4. Pursuant to the Registration Rights Agreement, if Tribune requests that the Issuer register its shares of Common Stock in an underwritten offering, the Issuer is required to register such shares under the Securities Act of 1933 (the “Securities Act”) as expeditiously as practicable. Tribune has two such demand registration rights.
The Issuer must bear all expenses incident to any registration effected pursuant to the Registration Rights Agreement, including the fees and expenses of a single counsel retained by Tribune; however, Tribune is responsible for the underwriting discounts and commissions in connection with any of the shares of Common Stock sold by Tribune. Tribune is entitled to customary indemnification from the Issuer against certain liabilities, including liabilities under the Securities Act.
In addition, the Registration Rights Agreement grants Tribune a “piggyback” registration right to include its shares of Common Stock on a pro rata basis in any registration effected for the account of the Issuer or any other person. All fees, costs and expenses of such registration (other than underwriting discounts and commissions) will be borne by the Issuer. Tribune is entitled to customary indemnification from the Issuer against certain liabilities, including liabilities under the Securities Act.
Item 7. Material to be Filed as Exhibits.
| 99.1 | Stock Purchase Agreement, dated as of August 20, 1999, by and among The Times Mirror Company and Alternate Marketing Networks, Inc. (previously filed) |
| 99.2 | Stock Purchase Agreement, dated as of August 20, 1999 by and between The Times Mirror Company and Edelson Technology Partners II, L.P. (previously filed) |
| 99.3 | Shareholder Agreement, dated as of September 10, 1999, by and between The Times Mirror Company and Alternate Marketing Networks, Inc. |
| 99.4 | Registration Rights Agreement, dated as of September 10, 1999, by and between The Times Mirror Company and Alternate Marketing Networks, Inc. |
| CUSIP No. 01245P | 13D | Page 6 of 9 Pages |
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| TRIBUNE COMPANY | |
By: /s/
MARK W. HIANIK |
November 17, 2000 |
Title: Vice President, Assistant General Counsel and Assistant Secretary
| CUSIP No. 01245P | 13D | Page 7 of 9 Pages |
Set forth below is a list of each of the directors and officers of Tribune Company. Unless otherwise indicated, each person identified on this Annex I shares the business address of Tribune Company and is a citizen of the United States.
Name Title Address
---- ----- -------
Jeffrey Chandler Director 162 S. Rancho Santa Fe Road
Suite B-60
Encinitas, CA 92024
Dennis J. FitzSimons Executive Vice President
and Director
Roger Goodan Director Schlumberger GeoQuest
5599 San Felipe/Suite 1700
Houston, TX 77056
Diego E. Hernandez Director 15920 Kingsmoor Way
Miami Lakes, FL 33014
Robert E. La Blanc Director Robert E. La Blanc & Associates
323 Highland Avenue
Ridgewood, New Jersey 07450
John W. Madigan Chairman, President and
Chief Executive Officer
Nancy Hicks Maynard Director 2109 Broadway Avenue
Apartment 9-109
New York, NY 10023
Andrew J. McKenna Director Schwarz
8338 North Austin
Morton Grove, IL 60053
Kristie Miller Director 5907 Frazier Lane
McLean, VA 22101
James J. O'Connor Director 77 West Wacker Drive
Suite 4130
Chicago, IL 60601
Donald H. Rumsfeld Director 400 N. Michigan Avenue
Chicago, IL 60611
Patrick G. Ryan Director Aon Corporation
123 N. Wacker Drive
30th Floor
Chicago, IL 60606
| CUSIP No. 01245P | 13D | Page 8 of 9 Pages |
William Stinehart, Jr. Director Gibson, Dunn & Crutcher LLP
2029 Century Park East
Suite 4000
Los Angeles, CA 90067
Dudley S. Taft Director Taft Broadcasting Co.
312 Walnut Street
Cincinnati, OH 45202
Thomas Unterman Director TMCT Ventures
2425 Olympic Blvd.
Suite 6050 W
Santa Monica, CA 90404
Arnold R. Weber Director Northwestern University
555 Clark Street, #209
Evanston, IL 60208
H. Kathleen Ameche Vice President
David J. Granat Vice President & Treasurer
Donald C. Grenesko Senior Vice President/
Finance & Administration
Mark W. Hianik Vice President/
Assistant Secretary
Timothy R. Kennedy Vice President/
Development
Crane H. Kenney Senior Vice President/
General Counsel &
Secretary
Thomas D. Leach Vice President/
Development
Luis Lewin Senior Vice President/
Human Resources
R. Mark Mallory Vice President/
Controller
Ruthellyn Musil Vice President/
Corporate Relations
Linda Riley-Mitchell Vice President/
Finance Service Center
Andrew J. Oleszczuk Senior Vice President/
Development
| CUSIP No. 01245P | 13D | Page 9 of 9 Pages |
Jeff R. Scherb Senior Vice President/
Chief Technology Officer
Shaun Sheehan Vice President/ 1722 I Street, N. W.
Washington 4th Floor
Washington, D.C. 20006
David Underhill Vice President
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