Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
SAGA COMMUNICATIONS, INC.
-----------------------------------------------------
(Name of Issuer)
COMMON STOCK, CLASS A
-----------------------------------------------------
(Title of Class of Securities)
786598102
-----------------------------------------------------
(CUSIP Number)
Linda S. Martinson, Esq. (212) 759-7700
450 Park Avenue, Suite 2800, New York, NY 10022
-----------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
-----------------------------------------------------
(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 [ ].
(A fee is not required only if the filing person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
*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).
SEC 1746 (12-91)<PAGE>
Schedule 13D Amendment No. 2(continued)
CUSIP No. 786598102 Page 2 of 7 Pages
- - --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ronald Baron
- - --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- - --------------------------------------------------------------------------------
3 SEC USE ONLY
- - --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS
2(C) OR 2(E) [ ]
- - --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- - --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 375,000
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,700,949
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 375,000
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,700,949
- - --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,075,949
- - --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
- - --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.3%
- - --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- - --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 3 of 7 Pages
Item 1. Security and Issuer
(a) Name of Issuer:
Saga Communications, Inc.
(b) Address of Issuer's Principal Executive Offices:
73 Kercheval Avenue
Grosse Pointe Farms, MI 48236
(c) Title and Class of Securities:
Common Stock, Class A
Item 2. Identity and Background
(a) Name:
Ronald Baron
(b) Business Address:
450 Park Avenue
Suite 2800
New York, NY 10022
(c) Present Principal Employment:
President: Baron Capital Management, Inc.,
BAMCO, Inc., Baron Capital, Inc.
450 Park Avenue
Suite 2800
New York, NY 10022
(d) Record of Convictions:
No material change.
(e) Record of Civil Proceedings:
No material change.
(f) Citizenship:
No material change.
Item 3. Source and Amount of Funds or Other Consideration
Reporting Person owns no shares of the issuer directly.
As General Partner of Baron Capital Partners, L.P.
("BCP"), an investment partnership, he directed the
purchase of 375,000 shares for the account of the
BCP for an aggregate purchase price of
$5,105,512. Those shares were paid for by cash assets in
BCP's account and by margin borrowings pursuant to
the standard margin agreement of Spear, Leeds & Kellogg. An
additional 1,395,000 shares were purchased for an aggregate
purchase price of $19,146,008 for the accounts of two
investment companies registered under the Investment
Company Act of 1940, Baron Asset Fund and Baron Growth &
Income Fund, (the "Baron Funds"), which are advised by
BAMCO, Inc. ("BAMCO"), a registered investment adviser
which is controlled by Ronald Baron. An additional 305,949
shares were purchased for an aggregate purchase price of
$3,154,367 for the accounts of investment advisory clients
of Baron Capital Management, Inc.("BCM") a registered
<PAGE>
Page 4 of 7 Pages
investment company controlled by Ronald Baron. All of those
shares were paid for by cash in the accounts of
the investment companies and advisory clients.
Item 4. Purpose of Transaction
No material change.
Item 5. Interest in Securities of the Issuer
(a) Amount and percentage beneficially owned:
Reporting Person: (i) 1,700,949 shares in his capacity as a
controlling person of BAMCO and BCM . Reporting Person
disclaims that he is the beneficial owner of these shares.
(ii) 375,000 shares in his capacity as General Partner
of the BCP. (iii) no shares personally.
(b) Number of shares as to which such person has:
(i) sole power to vote or direct the vote:
375,000
(ii) shared power to vote or direct the vote:
1,700,949
(iii) sole power to dispose or to direct the disposition:
375,000
(iv) shared power to dispose or direct the disposition:
1,700,949
Reporting Person may be deemed to share power to vote and
dispose of shares referred to herein as a result of his
control of the investment advisers for whose advisory clients
he is reporting. He may be deemed to have sole power to vote
and direct the disposition of the shares referred to above to
by reason of being a general partner of BCP.
(c) A schedule of transactions effected in the last sixty days is
attached hereto.
(d) Ownership of More than Five Percent on Behalf of Another Person:
The investment advisory clients have the right to receive the
dividends from, or the proceeds from the sale of the securities
in their respective accounts. To the best of Reporting Person's
knowledge, no person has such interest relating to more than 5%
of the outstanding class of securities, except that Baron Asset
Fund, an investment company registered under the Investment
Company Act of 1940 and an advisory client of BAMCO, owns
1,240,000 (17.5%) and BCP owns 375,000 (5.3%) of the shares
reported herein.
(e) Ownership of Less than Five Percent:
Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
No material change.<PAGE>
Page 5 of 7 Pages
Item 7. Material to be Filed as Exhibits
Exhibit 99 - 60 days of trading.
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.
Date: July 2, 1996
/s/ Ronald Baron
_______________________________________
Ronald Baron
SAGA COMMUNICATIONS (SGA)
Transaction Schedule
From 05-01-96 To 07-01-96
Exec.
Account ID Date Quantity Price
- - ------------ -------- ---------- --------
bcm4 05-02-96 1 16.7539
bcm4 05-03-96 1 19.194
bcm4 05-07-96 1 18.4073
bcm4 05-07-96 2 18.4026
bcm4 05-08-96 1 18.4056
bcm4 05-08-96 0 18.4206
bcm4 05-09-96 1 19.5807
baf 05-10-96 8750 19.1822
baf 05-13-96 4500 19.2362
bcm4 05-13-96 0 18.4106
bgi 05-13-96 5000 19.25
baf 05-14-96 10000 19.3725
baf 05-15-96 10000 19.375
baf 05-16-96 16300 19.1761
bgi 05-16-96 5000 19.1761
baf 05-17-96 10000 19.125
baf 05-17-96 8700 19.1195
bgi 05-17-96 5000 19.1195
baf 05-20-96 1800 19.125
baf 05-21-96 6000 19.25
baf 05-21-96 2400 19.125
baf 05-23-96 4700 19.2952
baf 05-24-96 10100 19.25
baf 05-28-96 1800 19.125
baf 05-29-96 20200 19.1374
baf 05-30-96 4000 19.2781
baf 06-10-96 5700 20.2662
bgi 06-10-96 2000 20.2662
baf 06-11-96 5000 20.3438
bgi 06-11-96 3000 20.3438
baf 06-12-96 7000 20.4479
bgi 06-12-96 5000 20.4479
baf 06-13-96 6900 20.4293
baf 06-14-96 16400 20.1341
baf 06-17-96 8800 20.3409
baf 06-19-96 6700 20.1828
baf 06-25-96 2000 21.75
baf 06-26-96 6400 21.3398
baf 06-27-96 13400 21.25
baf 06-28-96 5700 21.4486
bgi 06-28-96 5000 21.4486
