<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
AMERICAN CITY BUSINESS JOURNALS, INC.
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
025145 10 8
(CUSIP NUMBER)
Fred C. Thompson, Jr., Esq.; 2500 Charlotte Plaza,
Charlotte, North Carolina 28244; Telephone (704) 372-9000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 18, 1995
(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(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with this statement [ ].
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SCHEDULE 13D
(Cover Page -- Part II)
CUSIP NO. 025145 10 8
1) Name of Reporting Person/S.S. or I.R.S. Identification
No. of Above Person Business Journal Associates Limited
Partnership
2) Check the Appropriate Box if a Member of a Group
(a) X
(b)
3) SEC Use Only
4) Source of Funds: 00. See Item 3
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
6) Citizenship or Place of Organization: Delaware
Number of Shares 7) Sole Voting Power:
Beneficially Owned -0-
By Each Reporting ____________________________________
Person With 8) Shared Voting Power:
-0-
____________________________________
9) Sole Dispositive Power:
-0-
____________________________________
10) Shared Dispositive Power:
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
13) Percent of Class Represented by Amount in Row (11):
-0-
14) Type of Reporting Person: PN
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SCHEDULE 13D
(Cover Page -- Part II)
CUSIP NO. 025145 10 8
1) Name of Reporting Person/S.S. or I.R.S. Identification
No. of Above Person OPUBCO Enterprises, Inc., formerly
known as Shaw Publishing, Inc.
2) Check the Appropriate Box if a Member of a Group
(a) X
(b)
3) SEC Use Only
4) Source of Funds: 00. See Item 3
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
6) Citizenship or Place of Organization: North Carolina
Number of Shares 7) Sole Voting Power:
Beneficially Owned -0-
By Each Reporting ____________________________________
Person With 8) Shared Voting Power:
-0-
____________________________________
9) Sole Dispositive Power:
-0-
____________________________________
10) Shared Dispositive Power:
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
13) Percent of Class Represented by Amount in Row (11):
-0-
14) Type of Reporting Person: CO
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SCHEDULE 13D
(Cover Page -- Part II)
CUSIP NO. 025145 10 8
1) Name of Reporting Person/S.S. or I.R.S. Identification
No. of Above Person Mr. C. Ray Shaw
2) Check the Appropriate Box if a Member of a Group
(a) X
(b)
3) SEC Use Only
4) Source of Funds: 00. See Item 3
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e)
6) Citizenship or Place of Organization: United States
Number of Shares 7) Sole Voting Power:
Beneficially Owned -0-
By Each Reporting ____________________________________
Person With 8) Shared Voting Power:
-0-
____________________________________
9) Sole Dispositive Power:
-0-
____________________________________
10) Shared Dispositive Power:
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
13) Percent of Class Represented by Amount in Row (11):
-0-
14) Type of Reporting Person: IN
4
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Item 1. Security and Issuer.
This Amendment No. 2 amends the October 31, 1992 Schedule 13D,
as amended by Amendment No. 1 thereto dated August 10, 1995
(the "Schedule"), of Business Journal Associates Limited
Partnership, a Delaware limited partnership ("BJALP"), OPUBCO
Enterprises, Inc., a Delaware corporation, formerly known and
referred to in the Schedule as Shaw Publishing, Inc. or "SPI,"
and the sole general partner of BJALP (the "General Partner"),
and Mr. C. Ray Shaw, a United States citizen and the sole
limited partner of BJALP (the "Limited Partner"), filed with
respect to the common stock, par value $.01 per share (the
"Common Stock"), of American City Business Journals, Inc. (the
"Company"). The principal executive offices of the Company are
located at 128 S. Tryon Street, Suite 2200, Charlotte, North
Carolina 28202.
Item 2. Identity and Background.
No amendment to this Item 2.
Item 3. Source and Amount of Funds or Other Consideration.
No amendment to this Item 3.
Item 4. Purpose of Transaction.
This Item 4 is hereby amended to add the following:
On October 18, 1995, the Company consummated the merger of
Advance Acquisition Sub. Inc. with and into the Company
pursuant to the Merger Agreement described in Amendment No. 1
to the Schedule. As a result of the consummation of such
transaction, the reporting persons no longer have an equity
interest in the Company, none of the directors of the Company
prior to consummation of the merger continue as directors of
the surviving corporation, the common stock has ceased to be
authorized to be quoted on the NASDAQ National Market System,
and the Company has on file with the Securities and Exchange
Commission, on Form 15, a certification and notice of
termination of registration under Section 12(g) of the
Securities and Exchange Act of 1934 or suspension of duty to
file reports under Sections 13 and 15(d) of the Securities and
Exchange Act of 1934.
Under the terms of the Merger Agreement, as consummated, the
BJALP Option Agreement as described in Amendment No. 1 to the
Schedule has also terminated.
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Item 5. Interest in Securities of the Issuer.
This Item 5 is hereby amended to add the following:
As a result of the consummation of the merger described
elsewhere in this Amendment No. 2, the reporting persons no
longer hold an equity interest in the Company.
Item 6. Contracts Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
This Item 6 is hereby amended to add the following:
See Items 4 and 5 above for information concerning the
consummation of the merger.
Item 7. Materials to be Filed as Exhibits.
This Item 7 is hereby amended to add the following exhibit with
respect to this Amendment No. 2 to the Schedule:
Exhibit 2 - Joint Filing Agreement among Business Journal
Associates Limited Partnership, the General Partner and the
Limited Partner.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is
true, complete, and correct.
Date: October 25, 1995
BUSINESS JOURNAL ASSOCIATES LIMITED
PARTNERSHIP
By: OPUBCO Enterprises, Inc., its General Partner
By: /s/ Glenn M. Stinchcomb
Name: Glenn M. Stinchcomb
Its: Vice-President
OPUBCO ENTERPRISES, INC.
By: /s/ Glenn M. Stinchcomb
Name: Glenn M. Stinchcomb
Its: Vice-President
/s/ C. Ray Shaw (L.S.)
C. Ray Shaw
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Exhibit 2
JOINT FILING AGREEMENT
This will confirm the agreement by and among all of the
undersigned that the Amendment No. 2 to Schedule 13D filed on or about
this date with respect to the beneficial ownership by the undersigned of
shares of the common stock, par value $.01 per share, of American City
Business Journals, Inc. is being filed on behalf of each of the
undersigned. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
Date: October 25, 1995
BUSINESS JOURNAL ASSOCIATES
LIMITED PARTNERSHIP
By OPUBCO ENTERPRISES, INC.,
its General Partner
By: /s/ Glenn M. Stinchcomb
Name: Glenn M. Stinchcomb
Its: Vice-President
OPUBCO ENTERPRISES, INC.
By: /s/ Glenn M. Stinchcomb
Name: Glenn M. Stinchcomb
Its: Vice-President
/s/ C. Ray Shaw (L.S.)
C. Ray Shaw
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