-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R/77vUTVYOPhRRy/W2V1KiRmfarIRaIsKXI//62QAG5k3m+EgjGLDXTK9N5QtgK7 xirpaXoh2cNKQeInBgyZAg== 0000921530-04-000501.txt : 20041006 0000921530-04-000501.hdr.sgml : 20041006 20041006161211 ACCESSION NUMBER: 0000921530-04-000501 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041006 DATE AS OF CHANGE: 20041006 GROUP MEMBERS: ERIC SEMLER FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SEMLER ERIC CENTRAL INDEX KEY: 0001162095 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O PALI CAPITAL STREET 2: 350 PARK AVE 4TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 650 9811 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YOUNG BROADCASTING INC /DE/ CENTRAL INDEX KEY: 0000929144 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 133339681 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43513 FILM NUMBER: 041068450 BUSINESS ADDRESS: STREET 1: 599 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127547070 MAIL ADDRESS: STREET 1: 599 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 young_13g-071604.txt JULY 16, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* YOUNG BROADCASTING INC. ----------------------- (Name of Issuer) Class A Common Stock, $.001 par value per share ----------------------------------------------- (Title of Class of Securities) 987434107 --------- (CUSIP Number) July 16, 2004 ------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 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 ("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). Continued on following pages Page 1 of 6 Pages SCHEDULE 13G CUSIP No. 987434107 Page 2 of 6 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ERIC SEMLER 2 Check the Appropriate Box If a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Citizenship or Place of Organization UNITED STATES 5 Sole Voting Power Number of 937,829 Shares Beneficially 6 Shared Voting Power Owned By 0 Each Reporting 7 Sole Dispositive Power Person 937,829 With 8 Shared Dispositive Power 0 9 Aggregate Amount Beneficially Owned by Each Reporting Person 937,829 10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) [ ] 11 Percent of Class Represented By Amount in Row (9) 5.26% 12 Type of Reporting Person (See Instructions) IN; HC Page 3 of 6 Pages Item 1(a) Name of Issuer: Young Broadcasting Inc. (the "Issuer") Item 1(b) Address of the Issuer's Principal Executive Offices: 599 Lexington Avenue, New York, New York 10022 Item 2(a) Name of Person Filing: The Statement is filed on behalf of Mr. Eric Semler ("Mr. Semler"). This Statement relates to Shares (as defined herein) held for the accounts of TCS Capital International, Ltd., a Cayman Islands corporation ("TCS Capital International"), TCS Capital, LP, a Delaware limited partnership ("TCS Capital"), and TCS Capital II, LP, a Delaware limited partnership ("TCS Capital II"). TCS Capital GP, LLC, a Delaware limited liability company (the "General Partner"), is the general partner of each of TCS Capital and TCS Capital II. TCS Capital Management , LLC, a Delaware limited liability company ("TCS Capital Management"), is the investment manager of TCS Capital International. In his capacity, as the managing member of each of the General Partner and TCS Capital Management, Mr. Semler may be deemed to have investment discretion over, and may be deemed to be the beneficial owner of, securities held for the accounts of the TCS Capital International, TCS Capital and TCS Capital II. Item 2(b) Address of Principal Business Office or, if None, Residence: The address of the principal business office of Mr. Semler is 888 Seventh Avenue, Suite 1504, New York, NY 10019. Item 2(c) Citizenship: Mr. Semler is a citizen of the United States. Item 2(d) Title of Class of Securities: Class A Common Stock, par value $.001 per share (the "Class A Shares") Item 2(e) CUSIP Number: 987434107 Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable. Page 4 of 6 Pages Item 4. Ownership: Item 4(a) Amount Beneficially Owned: As of October 6, 2004, Mr. Semler may be deemed to be the beneficial owner of 937,829 Class A Shares. This number consists of (A) 625,587 Class A Shares held for the account of TCS Capital International, (B) 54,074 Class A Shares held for the account of TCS Capital, and (C) 258,168 Class A Shares held for the account of TCS Capital II. Item 4(b) Percent of Class: According to the Issuer's most recent Quarterly Report on Form 10-Q, there were 17,816,435 Class A Shares and 2,081,533 shares of Class B common stock of the Issuer ("Class B Shares") outstanding as of July 28, 2004. The 937,829 Class A Shares of which Mr. Semler may be deemed to be the beneficial owner constitute approximately 5.26% of the total number of outstanding Class A Shares. Holders of Class A Shares are entitled to one vote per share, and holders of Class B Shares are entitled to ten votes per share, except for votes relating to certain significant transactions. Holders of both classes of common stock of the Issuer vote together as a single class on all matters presented for a vote, except as otherwise required by law. Accordingly, as of October 6, 2004, the 937,829 Class A Shares of which Mr. Semler may be deemed to be the beneficial owner constitute approximately 2.43% of the voting power when the Class A Shares and Class B Shares vote together as a single class, except for votes relating to certain significant transactions. Item 4(c) Number of shares as to which such person has: Mr. Semler ---------- (i) Sole power to vote or direct the vote: 937,829 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 937,829 (iv) Shared power to dispose or to direct the disposition of 0 Item 5. Ownership of Five Percent or Less of a Class: This Item 5 is not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person: This Item 6 is not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person: This Item 7 is not applicable. Item 8. Identification and Classification of Members of the Group: This Item 8 is not applicable. Page 5 of 6 Pages Item 9. Notice of Dissolution of Group: This Item 9 is not applicable. Item 10. Certification: By signing below Mr. Semler certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. Page 6 of 6 Pages SIGNATURES 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. Date: October 6, 2004 ERIC SEMLER /s/ Eric Semler ---------------------------- Eric Semler -----END PRIVACY-ENHANCED MESSAGE-----