SC 13D/A 1 a10-1779_1sc13da.htm SC 13D/A

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

Fisher Communications, Inc.

(Name of Issuer)

 

Common Stock, $1.25 par value

(Title of Class of Securities)

 

337756209

(CUSIP Number)

 

Matthew S. Topham, Esq.
K&L Gates LLP
925 Fourth Avenue, Suite 2900

Seattle, Washington 98104

(206) 623-7580

 

Laurie A. Smiley, Esq.

Arian Colachis, Esq.

2365 Carillon Point

Kirkland, WA 98033

(425) 889-7900

 

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

 

January 12, 2010

 (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 [  ].

 

Note:     Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-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).

 



 

CUSIP No.  337756209

 

  

 

 

1

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only)
Cascade Investment, L.L.C.

 

2

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

 

 

(a)     o

 

 

(b)     o

 

 

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
State of Washington

 

Number of Shares Beneficially Owned by Each Reporting Person With

7

Sole Voting Power
429,700
(1)

8

Shared Voting Power

-0-

9

Sole Dispositive Power
429,700
(1)

10

Shared Dispositive Power

-0-

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
429,700
(1)

 

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)
4.8%

 

14

Type of Reporting Person (See Instructions)
OO

 

(1)                  All shares of Common Stock held by Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

 



 

CUSIP No. 337756209

 

  

 

 

1

Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only)
William H. Gates III

 

2

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

 

 

(a)   o

 

 

(b)   o

 

 

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
United States of America

 

Number of Shares Beneficially Owned by Each Reporting Person With

7

Sole Voting Power

429,700 (1)

8

Shared Voting Power

-0-

9

Sole Dispositive Power
429,700
(1)

10

Shared Dispositive Power
-0-

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person

429,700 (1)

 

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)
4.8%

 

14

Type of Reporting Person (See Instructions)

IN

 

(1)  All shares of Common Stock held by Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade.

 



 

EXPLANATORY STATEMENT

 

 

This Amendment No. 1 to Schedule 13D (“Amendment”) relates to the Common Stock, $1.25 par value (the “Common Stock”) of Fisher Communications, Inc. (the “Issuer”).  This Amendment is being jointly filed by Cascade Investment, L.L.C. (“Cascade”) and William H. Gates III (collectively, the “Reporting Persons”) to amend and supplement the Items set forth below of the Reporting Persons’ Schedule 13D previously filed with the Securities and Exchange Commission on March 7, 2003.

 

Item 5.

Interest in Securities of the Issuer

 

(a)           See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares and percentage of Common Stock beneficially owned by each of the Reporting Persons.

 

(b)           See items 7 through 10 of the cover pages to this Schedule 13D for the number of shares and percentage of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition.

 

(c)           Cascade sold a total of 26,000 shares of Common Stock for cash in open market transactions on the dates and at the weighted average prices per share set forth on Exhibit 99.1 to this filing.

 

(d)          None.

 

(e)          As of January 12, 2010, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Stock.

 

Item 7.

Material to be Filed as Exhibits

Exhibit 99.1

 Transactions during past 60 days                             .

 



 

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:   January 12, 2010

 

 

CASCADE INVESTMENT, L.L.C.(1)

 

 

 

 

By:

*

 

 

 

Name: Alan Heuberger

 

 

Title: Attorney-in-fact for Michael Larson,

 

 

 Business Manager (2)

 

 

 

 

WILLIAM H. GATES III(1)

 

 

 

 

By:

*

 

 

 

Name: Alan Heuberger(3)

 

 

Title: Attorney-in-fact for William H. Gates III

 

 

 

 

 

* By:

/s/ Alan Heuberger

 

 

 

Alan Heuberger


(1) This Amendment is being filed jointly by Cascade and William H. Gates III pursuant to the Joint Filing Agreement dated March 7, 2003 and included with the signature page to the Reporting Persons’ Schedule 13D with respect to the Issuer filed on March 7, 2003, SEC File No. 005-52631, and incorporated by reference herein.

 

(2) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of Michal Larson, and attached as Exhibit 99.1 to Amendment No. 1 to Cascade’s Schedule 13D with respect to Otter Tail Corporation filed on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.

 

(3) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, and attached as Exhibit 99.2 to Amendment No. 1 to Cascade’s Schedule 13D with respect to Otter Tail Corporation filed on April 15, 2009, SEC File No. 005-06638 and incorporated by reference herein.