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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)(1)
SOURCE MEDIA, INC.
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE
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(Title of Class of Securities)
836153-30-4
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(CUSIP Number)
DAVID L. KUYKENDALL
FREEDOM COMMUNICATIONS, INC., 17666 FITCH, IRVINE, CA 92614, (949) 553-9292
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
DECEMBER 1, 1998
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(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 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.
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing of this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the 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 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).
(Continued on following pages)
Page 1 of 3 pages
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CUSIP No. 836153-30-4 13D Page 2 of 3 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
FREEDOM COMMUNICATIONS, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
NOT APPLICABLE
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
NOT APPLICABLE
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5 CHECK BOX 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
CALIFORNIA
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7 SOLE VOTING POWER
NUMBER OF 583,094
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NOT APPLICABLE
EACH -----------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 583,094
WITH -----------------------------------------------------
10 SHARED DISPOSITIVE POWER
NOT APPLICABLE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
583,094
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
APPROXIMATELY 4.6% OF SHARES OF COMMON STOCK OUTSTANDING
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 3 pages
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ITEM 1. SECURITY AND ISSUER
This statement, dated December 1, 1998, constitutes Amendment No. 1 to the
Schedule 13D, dated April 26, 1996 ("SCHEDULE") regarding the reporting person's
ownership of Common Stock, $.001 par value, of Source Media, Inc., a Delaware
corporation ("ISSUER") (formerly known as HB Communications Acquisition Corp.).
The address of the Issuer's principal executive offices is 5400 LBJ Freeway,
Suite 680, Dallas, Texas 75240.
This Amendment No. 1 is being filed in accordance with Rule 13d-2 under the
Securities Exchange Act of 1934, as amended, ("EXCHANGE ACT") to report a change
in the reporting person's beneficial ownership of Common Stock that results in a
termination of the reporting person's obligation to file reports under Section
13(d) of the Exchange Act.
ITEM 2. IDENTITY AND BACKGROUND
The reporting person, Freedom Communications, Inc., a California corporation
("REPORTING PERSON"), is a communications company owning various newspapers,
magazines and television stations. The address of the Reporting Person's
principal executive offices is 17666 Fitch, Irvine, California 92714.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of December 1, 1998, the Reporting Person beneficially owns 583,094 shares of
Common Stock of the Issuer, which represents approximately 4.6% % of the
outstanding shares of such class. The foregoing beneficial ownership amount
includes 100,000 shares of Common Stock which may be acquired at a price of
$6.41 per share upon the exercise of a warrant that expires on May 21, 2000. The
Reporting Person holds sole voting and dispositive power over all shares
beneficially owned by the Reporting Person.
During the period November 23, 1998 through December 1, 1998, the Reporting
Person sold an aggregate of 155,000 shares of Common Stock of the Issuer in the
over-the-counter market at sales prices ranging from $15.81 to $18.50 per share.
The Reporting Person ceased to be the beneficial owner of more than five percent
of the outstanding Common Stock on December 1, 1998. The Reporting Person
continues to hold its remaining 583,094 shares for investment purposes and may
sell all or any portion of its remaining shares in market or private
transactions from time to time.
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.
December 1, 1998
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Date
FREEDOM COMMUNICATIONS, INC.
By: /s/ David L. Kuykendall
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David L. Kuykendall
Senior Vice President and
Chief Financial Officer
Page 3 of 3 pages
