0001144204-12-047207.txt : 20120820 0001144204-12-047207.hdr.sgml : 20120818 20120820172053 ACCESSION NUMBER: 0001144204-12-047207 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120820 DATE AS OF CHANGE: 20120820 GROUP MEMBERS: ALEX MERUELO SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Digital Generation, Inc. CENTRAL INDEX KEY: 0000934448 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 943140772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49603 FILM NUMBER: 121046032 BUSINESS ADDRESS: STREET 1: 750 WEST JOHN CARPENTER FREEWAY STREET 2: SUITE 700 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 972 581 2000 MAIL ADDRESS: STREET 1: 750 WEST JOHN CARPENTER FREEWAY STREET 2: SUITE 700 CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: DG FastChannel, Inc DATE OF NAME CHANGE: 20060927 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL GENERATION SYSTEMS INC DATE OF NAME CHANGE: 19951214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Meruelo Alex Living Trust CENTRAL INDEX KEY: 0001372647 IRS NUMBER: 000000000 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 9550 FIRESTONE BLVD. STREET 2: SUITE 105 CITY: DOWNEY STATE: CA ZIP: 90241 BUSINESS PHONE: 214-651-5291 MAIL ADDRESS: STREET 1: 9550 FIRESTONE BLVD. STREET 2: SUITE 105 CITY: DOWNEY STATE: CA ZIP: 90241 SC 13D 1 v322068_sc13d.htm SCHEDULE 13D

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

Digital Generation, Inc.


 (Name of Issuer)

 

Common Stock


(Title of Class of Securities)

 

25400B108


 (CUSIP Number)

 

Mario A. Tapanes

General Counsel

MERUELO GROUP
9550 Firestone Blvd., Suite 105
Downey, California 90241

(562) 745-2355


 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 10, 2012


 (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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 

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).

 

Page 1 of 8 Pages
 

 

CUSIP No. 25400B108

 

1. Names of Reporting Persons.

 

Alex Meruelo Living Trust

 

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) ý

 

3. SEC Use Only

 

4. Source of Funds (See Instructions)

 

WC

 

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

 

6. Citizenship or Place of Organization

 

California

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7. Sole Voting Power

 

2,622,476

 

8. Shared Voting Power

 

0

 

9. Sole Dispositive Power

 

2,622,476

 

10. Shared Dispositive Power

 

0

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,622,476

 

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

13. Percent of Class Represented by Amount in Row (11)

 

9.5%

 

14. Type of Reporting Person (See Instructions)

 

OO

 

 

 

Page 2 of 8 Pages
 

 

CUSIP No. 25400B108

 

1. Names of Reporting Persons.

 

Alex Meruelo

 

2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) ý

 

3. SEC Use Only

 

4. Source of Funds (See Instructions)

 

AF

 

5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

 

6. Citizenship or Place of Organization

 

United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7. Sole Voting Power

 

2,622,476

 

8. Shared Voting Power

 

11,480

 

9. Sole Dispositive Power

 

2,622,476

 

10. Shared Dispositive Power

 

11,480

 

11. Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,633,956

 

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

13. Percent of Class Represented by Amount in Row (11)

 

9.5%

 

14. Type of Reporting Person (See Instructions)

 

IN/HC

 

  

Page 3 of 8 Pages
 

 

Item 1. Security and Issuer.


         This statement relates to the common stock of Digital Generation, Inc. The address of the principal executive offices of the issuer is 750 West John Carpenter Freeway, Suite 700, Irving, Texas 75039.

 

Item 2. Identity and Background.

 

This statement is jointly filed by and on behalf of Alex Meruelo Living Trust and Alex Meruelo.

 

Alex Meruelo Living Trust is a grantor trust. Mr. Meruelo is the trustee of Alex Meruelo Living Trust and may be deemed to beneficially own securities owned or held by or for Alex Meruelo Living Trust. Mr. Meruelo may also be deemed to beneficially own securities owned or held by or for custodial accounts of which his spouse is the trustee and his children are beneficiaries. The present principal occupation of Mr. Meruelo is serving as the principal of the Meruelo Group, which includes affiliated companies with significant interests in real estate management and development, utility construction, hospitality, food services (manufacturing, distribution and restaurant operations), and television broadcast media.

 

The address of the principal office or business address, as applicable, of each reporting person is 9550 Firestone Blvd., Suite 105, Downey, California 90241. The citizenship or place of organization, as applicable, of each reporting person is stated in Item 6 on such reporting person's cover page hereto.

 

No reporting person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. No reporting person was or is subject to 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) as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which such reporting person was a party during the last five years.

 

Each reporting person may be deemed (by reason of a relationship described herein or otherwise) to be a member of a group with respect to the issuer or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act and may be deemed to beneficially own securities owned or held by each other reporting person. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such reporting person is, for purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or any securities of the issuer. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such reporting person is, for purposes of Section 13(d) or (g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The securities covered by this statement as of August 20, 2012 were acquired by purchase pursuant to open market transactions using working capital of Alex Meruelo Living Trust and custodial accounts affiliated with Mr. Meruelo in the aggregate amount of approximately $25,804,475.28.

 

Page 4 of 8 Pages
 

 

Item 4. Purpose of Transaction.

 

The securities covered by this statement were acquired for investment purposes. Each reporting person believes that the subject class of securities is undervalued and represents an attractive investment opportunity.

 

The reporting persons have engaged in discussions with security holders of the issuer and other persons with respect to the subject class of securities, the issuer, the issuer's industry, business, condition, operations, structure, governance, management, capitalization, policies, plans, and prospects and related and other matters. Each reporting person plans and proposes to review and analyze such reporting person's interest in the issuer on a continuing basis and continue to engage in such discussions, as well as discussions with the issuer, the issuer's directors and officers and other persons related to the issuer, as such reporting person deems necessary or appropriate in connection with such reporting person's interest in the issuer.

 

Depending upon the factors described below and any other factor that is or becomes relevant, each reporting person plans and proposes to: (a) acquire additional amounts of the subject class of securities or different equity, debt, or other securities of the issuer, derivative securities related to securities of the issuer or other securities related to the issuer (collectively, "Issuer-Related Securities") or a combination or combinations of Issuer-Related Securities, including by purchase or other method, pursuant to open market, private, tender offer, or other transactions, using borrowed or other funds or consideration of or from any source described herein or other source or via a combination or combinations of such methods, transactions, consideration, and sources; (b) dispose of all or part of the securities covered by this statement and any other Issuer-Related Securities, including by sale or other method, pursuant to open market, private, or other transactions or via a combination or combinations of such methods and transactions; (c) engage in financing, lending, hedging, pledging, or similar transactions involving the securities covered by this statement or other Issuer-Related Securities or a combination or combinations of such transactions; (d) engage in discussions and otherwise communicate with the issuer, officers, directors, and security holders of the issuer and other persons related to the issuer with respect to Issuer-Related Securities, the issuer, the issuer's industry, business, condition, operations, structure, governance, management, capitalization, dividend policy, other policies, plans, and prospects and related and other matters; (e) suggest or recommend a transaction or transactions involving the acquisition, sale, or exchange of all or part of the Issuer-Related Securities or assets of the issuer, other actions or a combination or combinations of such actions, in any case, which relates or relate to (or could result in) a change or changes to the issuer's business, condition, operations, structure, governance, management, capitalization, policies, plans, and prospects and similar and other actions and changes; (f) make a proposal or proposals involving the acquisition or sale of all or part of the Issuer-Related Securities or assets of the issuer; (g) make a proposal or proposals to request that the issuer and/or the security holders of the issuer consider an extraordinary or other transaction, such as a merger or reorganization, or a combination or combinations of such transactions; and (h) engage in a combination or combinations of the foregoing plans and/or proposals.

 

Each such plan or proposal may be subject to, and depend upon, a variety of factors, including (i) current and anticipated trading prices and the expected value of applicable Issuer-Related Securities, (ii) the issuer's financial condition and position, results of operations, plans, prospects and strategies, (iii) general industry conditions, (iv) the availability, form and terms of financing and other investment and business opportunities, (v) general stock market and economic conditions, (vi) tax considerations and (vii) other factors. Each acquisition, disposition, transaction, discussion, communication, suggestion, recommendation, proposal and other action described herein may be effected, made or taken, as applicable, at any time and/or from time to time without prior notice. Although the plans and proposals described herein reflect the plans and proposals presently contemplated by the reporting persons with respect to the issuer and the Issuer-Related Securities, as applicable, each such plan and proposal is subject to change at any time and from time to time dependent upon contingencies and assumed and speculative conditions and other factors, including actions taken by the issuer, the issuer's board of directors, other security holders of the issuer and other parties and the outcome of the discussions, communications, transactions and other actions described herein. There can be no assurance that any such plan or proposal will be consummated or pursued or result in any transaction described herein or other transaction or that any action contemplated by any such plan or proposal (or any similar action) will be taken. Except as otherwise described herein, no reporting person currently has any plan or proposal that relates to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. However, each reporting person may, at any time and from time to time, plan or propose to effect or cause an action or actions relating to or resulting in one or more of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D.

Page 5 of 8 Pages
 

 

 

Item 5. Interest in Securities of the Issuer.

 

(a)         The aggregate number and percentage of the subject class of securities beneficially owned by each reporting person is stated (and those securities for which such reporting person has a right to acquire, if any, are identified) in Items 11 and 13 on such reporting person's cover page hereto or otherwise herein.

 

(b)         Number of securities for or as to which each reporting person has:

 

(i)Sole power to vote or to direct the vote:

 

See Item 7 on such reporting person's cover page hereto.

 

(ii)Shared power to vote or to direct the vote:

 

See Item 8 on such reporting person's cover page hereto.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Item 9 on such reporting person's cover page hereto.

 

(iv)Shared power to dispose or to direct the disposition of:

 

See Item 10 on such reporting person's cover page hereto.

 

(c)           Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by each reporting person are described in Exhibit 99.1 hereto. Except as described in Exhibit 99.1 hereto or otherwise herein, no transactions in the class of securities reported on were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by any reporting person. The information required to be provided by Item 5(c) of Schedule 13D in this statement is provided in Exhibit 99.1 hereto or otherwise herein. The information in Exhibit 99.1 hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.

 

(d)           Other persons are 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 securities covered by this statement that may be deemed to be beneficially owned by the reporting persons.

 

(e)           Not Applicable

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Except as otherwise described herein, no reporting person has any legal or other contract, arrangement, understanding, or relationship with any other person with respect to any securities of the issuer.

 

Item 7. Material to be Filed as Exhibits.

 

The information required to be provided by Item 7 of Schedule 13D in this statement is provided in the Exhibit Index hereto or otherwise herein. The information in the Exhibit Index hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.

 

Remainder of Page Intentionally Left Blank. Signature Page(s) to Follow.

 

 

Page 6 of 8 Pages
 

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.

 

 

  Alex Meruelo Living Trust
       
       
  By: /s/ Alex Meruelo  
  Name: Alex Meruelo  
  Title: Trustee  
  Date: August 20, 2012  
       
       
  Alex Meruelo  
       
       
  By: /s/ Alex Meruelo  
  Name: Alex Meruelo  
  Date: August 20, 2012  

 

Remainder of Page Intentionally Left Blank. Exhibit Index to Follow.

 

 

 

 

Page 7 of 8 Pages
 

 

Exhibit Index

 

Exhibit
Reference Description
24.1 Joint Filing Agreement and Power of Attorney (furnished herewith)
99.1 Additional Transaction Information (furnished herewith)

 

Remainder of Page Intentionally Left Blank. Exhibit(s) to Follow.

 

 

 

 

 

 

 

 

 

 

 

 

Page 8 of 8 Pages

 

EX-24.1 2 v322068_ex24-1.htm EXHIBIT 24.1

 

  Schedule 13D filed August 20, 2012 by Alex Meruelo Living Trust and Alex Meruelo
  Digital Generation, Inc./Common Stock

 

Exhibit 24.1

 

Joint Filing Agreement and Power of Attorney

 

Each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by or of such party under Section 13 or Section 16 of the Securities Exchange Act of 1934 or any rule or regulation thereunder and any amendment, restatement, supplement, modification or exhibit of or to such filing (and the filing, furnishing and/or incorporation by reference hereof as an exhibit thereto) and that the foregoing agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

 

Each party hereto hereby constitutes and appoints each of Xavier Gutierrez, Mario Tapanes, and Benjamin Vega as a true and lawful attorney-in-fact and agent of such party (with full power of substitution and resubstitution and otherwise full power and authority for, in the name of and on behalf of such party, in any and all capacities) to (i) execute and file any filing required by or of such party under Section 13 or Section 16 of the Securities Exchange Act of 1934 or any rule or regulation thereunder (and any amendment, restatement, supplement, modification or exhibit of or to such filing) for, in the name of and on behalf of such party and (ii) perform any other act that such attorney-in-fact and agent determines may be necessary or appropriate in connection with any foregoing item or matter, in any case, for, in the name of and on behalf of such party, granting unto each such attorney-in-fact and agent full power and authority to do and perform each act and thing necessary or appropriate to be done or performed in and about the premises, as fully to all intents and purposes as such party might or could do in person, hereby ratifying and confirming all that such attorney-in-fact and agent shall do or cause to be done by virtue hereof. Each party hereto hereby agrees and acknowledges that (x) such party has requested and is hereby requesting that each such attorney-in-fact and agent serve in such capacity and (y) no such attorney-in-fact and agent has assumed, is assuming or will assume (or has agreed, is agreeing or will agree to assume) any obligation or responsibility of such party to comply with Section 13 or Section 16 of the Securities Exchange Act of 1934 (or any rule or regulation thereunder) in such capacity or otherwise pursuant hereto or in connection herewith.

 

IN WITNESS WHEREOF, this Joint Filing Agreement and Power of Attorney is executed and effective as of August 20, 2012.

 

  Alex Meruelo Living Trust  
       
       
  By: /s/ Alex Meruelo  
  Name: Alex Meruelo  
  Title: Trustee  
  Date: August 20, 2012  
       
       
  Alex Meruelo  
       
       
  By: /s/ Alex Meruelo  
  Name: Alex Meruelo  
  Date: August 20, 2012  

 

Remainder of Page Intentionally Left Blank.

 

 

 

 

 

Exhibit 24.1

 

 

EX-99.1 3 v322068_ex99-1.htm EXHIBIT 99.1

 

Schedule 13D filed August 20, 2012 by Alex Meruelo Living Trust and Alex Meruelo
Digital Generation, Inc./Common Stock

 

Exhibit 99.1

 

Additional Transaction Information

Transaction

Date

Effecting

Person(s)

Shares

Acquired

Shares

Disposed

Price

Per Share

Transaction

Description

2012-04-04 Alex Meruelo Living Trust 12,800   $9.8850 Open market purchase
2012-05-10 Alex Meruelo Living Trust 125,815   $8.1366 Open market purchase
2012-05-11 Alex Meruelo Living Trust 200,000   $7.9024 Open market purchase
2012-06-13 Alex Meruelo Living Trust 40,000   $11.9463 Open market purchase
2012-06-21 Alex Meruelo Living Trust 70,434   $12.4585 Open market purchase
2012-06-22 Alex Meruelo Living Trust 150,000   $12.4124 Open market purchase
2012-06-25 Alex Meruelo Living Trust 11,120   $12.2450 Open market purchase
2012-06-26 Alex Meruelo Living Trust 7,251   $12.2000 Open market purchase
2012-06-27 Alex Meruelo Living Trust 7,580   $12.2000 Open market purchase
2012-07-06 Alex Meruelo Living Trust 8,148   $12.2307 Open market purchase
2012-07-09 Alex Meruelo Living Trust 78,077   $12.2187 Open market purchase
2012-07-10 Alex Meruelo Living Trust 13,775   $12.1800 Open market purchase
2012-08-02 Alex Meruelo Living Trust 5,000   $9.9700 Open market purchase
2012-08-02 Alex Meruelo Living Trust 5,000   $9.9500 Open market purchase
2012-08-02 Alex Meruelo Living Trust 5,000   $9.9900 Open market purchase
2012-08-08 Alex Meruelo Living Trust 12,546   $10.6500 Open market purchase
2012-08-08 Alex Meruelo Living Trust 25,000   $10.4246 Open market purchase
2012-08-08 Alex Meruelo Living Trust 25,000   $10.6084 Open market purchase
2012-08-09 Alex Meruelo Living Trust 192,393   $11.1151 Open market purchase
2012-08-09 Alex Meruelo Living Trust 6,898   $11.0306 Open market purchase
2012-08-10 Alex Meruelo Living Trust 461,434   $9.7613 Open market purchase
2012-08-13 Alex Meruelo Living Trust 207,500   $8.8943 Open market purchase
2012-08-14 Alex Meruelo Living Trust 250,000   $8.5793 Open market purchase
2012-08-15 Alex Meruelo Living Trust 68,900   $8.4923 Open market purchase
2012-08-16 Alex Meruelo Living Trust 228,520   $9.3096 Open market purchase
2012-08-16 (1) 4,000   $9.3096 Open market purchase
2012-08-16 (1) 3,730   $9.3096 Open market purchase
2012-08-16 (1) 3,750   $9.3096 Open market purchase
2012-08-17 Alex Meruelo Living Trust 180,315   $9.3770 Open market purchase
2012-08-20 Alex Meruelo Living Trust 223,970   $9.4305 Open market purchase

               

(1) Custodial account of which Mr. Meruelo's spouse is the trustee and his child is a beneficiary.

 

Remainder of Page Intentionally Left Blank.

 

 

 

Exhibit 99.1