SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on February 13, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
Salem Communications Corporation
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(Name of Issuer)
Class A Common Stock, par value $0.01 per share
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(Title of Class of Securities)
794093 10 4
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(CUSIP Number)
Jonathan L. Block
Salem Communications Corporation
4880 Santa Rosa Road, Suite 300
Camarillo, CA 93012
(805) 987-0400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 24, 2000
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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 for other
parties to whom copies are to be sent.
*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.)
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(1) Name of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only):
Edward G. Atsinger III, as Trustee of (i) the Edward G. Atsinger
III Trust, U/D/T dated June 18, 1997; (ii) the E. Atsinger 1999
Trust No. 1, U/D/T dated March 31, 1999; and (iii) the
M. Atsinger 1999 Trust No. 1, U/D/T dated March 31, 1999.**
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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(3) SEC Use Only:
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(4) Source of Funds (See Instructions):
PF
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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:
United States of America
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(7) SOLE VOTING POWER
NUMBER OF 4,545,530 shares
SHARES
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BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH
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REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 4,545,530 shares
WITH
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(10) SHARED DISPOSITIVE POWER
0
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
4,545,530
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(12) Check Box 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):
25.4%
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(14) Type of Reporting Person (See Instructions):
OO (Trustee)
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**Edward G. Atsinger III, Trustee, previously filed a statement on Schedule
13G, dated February 14, 2000.
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ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (this "Statement") relates to Class A
Common stock, $0.01 par value per share ("Common Stock"), of Salem
Communications Corporation, a Delaware corporation (the "Issuer").
The address of the Issuer's principal executive offices is 4880 Santa Rosa
Road, Suite 300, Camarillo, California 93012.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this Statement is Edward G.
Atsinger III (the "Reporting Person").
(b) The address of the principal business office of the Reporting
Person is 4880 Santa Rosa Road, Suite 300, Camarillo, California 93012.
(c) The Reporting Person is the President and Chief Executive Officer
of the Issuer and a member of its Board of Directors.
(d) The Reporting Person has not been convicted in any criminal
proceedings during the past five (5) years.
(e) The Reporting Person has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction during the
past five (5) years.
(f) The Reporting Person is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All of the Reporting Person's purchases of Common Stock were made
Using personal funds. Since March 2000, an aggregate of $5,184,820.50
of the Reporting Person's personal funds were used to purchase 461,834
shares of Common Stock.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person has acquired the Common Stock for investment
Purposes only and currently has no plans or proposals that relate to
or would result in the occurrence of any of the transactions or events
specified in clauses (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The aggregate number of shares of Common Stock beneficially owned
by the Reporting Person is 4,545,530, which represents 25.4% of the
Common Stock outstanding. For purposes of calculating this percentage,
the figure for the Common Stock outstanding was taken from the Issuer's
latest Quarterly Report on Form 10-Q for the period ended
September 30, 2000.
(b) The Reporting Person has:
1) 4,545,530 shares as to which he has sole power to vote or to direct
the vote;
2) 0 shares as to which he has shared power to vote or to direct the
vote;
3) 4,545,530 shares as to which he has sole power to dispose or to
direct the disposition; and
4) 0 shares as to which he has shared power to dispose or to direct
the disposition.
(c) Within the 60-day period prior to filing this Statement, the
Reporting Person has not engaged in any transaction involving shares
of Common Stock. However, within the 60-day period after the triggering
event on November 24, 2000, which necessitated the filing of this Statement,
the Reporting Person used $2,318,625 in personal funds to purchase 229,000
shares of Common Stock for the Edward G. Atsinger III Trust.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships with
respect to the Common Stock that require disclosure pursuant to this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
Dated as of February 13, 2001
/s/ Edward G. Atsinger III
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Edward G. Atsinger III, as Trustee for:
The Edward G. Atsinger III Trust, U/D/T
dated June 18, 1997 (###-##-####); The E. Atsinger
1999 Trust No. 1, U/D/T dated March 31, 1999 (###-##-####);
and The M. Atsinger 1999 Trust No. 1, U/D/T dated
March 31, 1999 (###-##-####).