0000950159-12-000080.txt : 20120214 0000950159-12-000080.hdr.sgml : 20120214 20120214114339 ACCESSION NUMBER: 0000950159-12-000080 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120214 DATE AS OF CHANGE: 20120214 GROUP MEMBERS: CONTRARIUS INVESTMENT MANAGEMENT (BERMUDA) LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENTERCOM COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001067837 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 231701044 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-55345 FILM NUMBER: 12604856 BUSINESS ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 809 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 610-660-5610 MAIL ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 809 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Contrarius Investment Management Ltd CENTRAL INDEX KEY: 0001483738 IRS NUMBER: 000000000 STATE OF INCORPORATION: Y9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 2 BOND STREET CITY: ST. HELIER STATE: Y9 ZIP: JE2 3NP BUSINESS PHONE: 44 1534 823 136 MAIL ADDRESS: STREET 1: 2 BOND STREET CITY: ST. HELIER STATE: Y9 ZIP: JE2 3NP SC 13G 1 contrarius13g.htm CONTRARIUS FORM 13G contrarius13g.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
______________
 
SCHEDULE 13G
 

 
(Rule 13d-102)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2.


 
ENTERCOM COMMUNICATIONS CORP
(Name of Issuer)
 
CLASS A COMMON STOCK
(Title of Class of Securities)
 
293639100
(CUSIP Number)

 December 31, 2011
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
     [X] Rule 13d-1(b)
     [   ] 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 in 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. 293639100
13G
Page 2 of 9 pages

 
1
 
NAMES OF REPORTING PERSONS
 
CONTRARIUS INVESTMENT MANAGEMENT LIMITED
 
2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a) x
(b) 
 
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Jersey, Channel Islands
 
 
 
NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
5
 
SOLE VOTING POWER                  0
 
 
6
 
SHARED VOTING POWER            2,243,759
 
 
7
 
SOLE DISPOSITIVE POWER         0
 
 
8
 
SHARED DISPOSITIVE POWER   2,243,759
 
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,243,759
 
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
                                           [  ]
 
 
 
 
- 2 -
 
 

 
CUSIP No. 293639100
13G
Page 3 of 9 pages


 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
7.3%
 
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
FI
 
 
 
 
 

 
 
- 3 -
 

CUSIP No. 293639100
13G
Page 4 of 9 pages

 
1
 
NAMES OF REPORTING PERSONS
 
CONTRARIUS INVESTMENT MANAGEMENT (BERMUDA) LIMITED
 
 
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
 
(a) x
(b) 
 
 
3
 
SEC USE ONLY
 
 
4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
 
 
 
NUMBERS OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
 
5
 
SOLE VOTING POWER                  0
 
 
6
 
SHARED VOTING POWER            2,243,759
 
 
7
 
SOLE DISPOSITIVE POWER         0
 
 
8
 
SHARED DISPOSITIVE POWER   2,243,759
 
 
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,243,759
 
 
 
 
 
- 4 -
 
 
 

CUSIP No. 293639100
13G
Page 5 of 9 pages
 
 
 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
EXCLUDES CERTAIN SHARES (See Instructions)
                                           [  ]
 
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
 
7.3%
 
12
 
TYPE OF REPORTING PERSON (See Instructions)
 
FI

 
 
 
 

 
 
- 5 -
 
 
SCHEDULE 13G
 
Item 1(a).  Name of Issuer:
 
Entercom Communications Corp
 
Item 1(b).  Address of Issuer’s Principal Executive Offices:
 
401 City Avenue, Suite 809, Bala Cynwyd, PA 19004
 
Item 2(a).  Name of Person Filing:
 
Contrarius Investment Management Limited
 
Contrarius Investment Management (Bermuda) Limited
 
Item 2(b).  Address of Principal Business Office or, if None, Residence:
 
Contrarius Investment Management Limited - 2 Bond Street, St. Helier, Jersey JE2 3NP, Channel Islands
 
Contrarius Investment Management (Bermuda) Limited – Overbay, 106 Pitts Bay Road, Pembroke HM 08 Bermuda

Item 2(c).  Citizenship:
Contrarius Investment Management Limited is a company organized under the laws of Jersey, Channel Islands.
 
Contrarius Investment Management (Bermuda) Limited is a company organized under the laws of Bermuda.
 
Item 2(d).  Title of Class of Securities:
 
Class A Common Stock
 
Item 2(e).  CUSIP Number:
 
293639100
 
Item 3.  If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
 
(a) [   ]  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
(b) [   ]  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
(c) [   ]  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
 
 
- 6 -
 
 
 
 
 
(d) [   ]  Investment company registered under Section 8 of the Investment Company Act  of 1940 (15 U.S.C. 80a-8).
 
(e)  [   ]  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
(f)  [   ]  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
(g) [   ]  A parent holding company or control person in accordance with § 240.13d– 1(b)(1)(ii)(G).
 
(h) [   ]  A savings association as defined in Section 3 (b) of the Federal Deposit Insurance Act (12 U.S. C. 1813).
 
(i)  [   ]  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S. C. 80a-3).
 
(j)  [x]  A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
 
(k) [x]  Group, in accordance with §240.13d-1(b)(1)(ii)(K).
 
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: Equivalent to IA.
 
Item 4.  Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)  Amount beneficially owned:  2,243,759
 
(b)  Percent of class:  7.3%
 
(c)  Number of shares as to which such person has:
 
(i)  Sole power to vote or to direct the vote:  0
 
(ii)  Shared power to vote or to direct the vote:   2,243,759
 
(iii)  Sole power to dispose or to direct the disposition of:   0
 
(iv)  Shared power to dispose or to direct the disposition of:  2,243,759
 
Item 5.  Ownership of Five Percent or Less of a Class.
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following  [   ].
 
 
 
 
 
- 7 -
 
 
 
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person
 
Other persons have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of the 2,243,759 shares of Class A common stock of Entercom Communications Corp beneficially owned by Contrarius Investment Management Limited and Contrarius Investment Management (Bermuda) Limited.
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
N/A
 
Item 8.  Identification and Classification of Members of the Group.
 
Contrarius Investment Management Limited and Contrarius Investment Management (Bermuda) Limited are together making this filing because they may be deemed to constitute a “group” for the purposes of section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
 
Item 9.  Notice of Dissolution of Group.
 
N/A
 
Item 10.  Certifications.
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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 the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
 
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Contrarius Investment Management Limited and Contrarius Investment Management (Bermuda) Limited are substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
 
 
 
 
- 8 -
 
 
 

 
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.
 
 
February 10, 2012
   
 
CONTRARIUS INVESTMENT MANAGEMENT LIMITED
   
 
By: /s/ Andrew G. Radley
 
Director
   
 
February 10, 2012
 
CONTRARIUS INVESTMENT MANAGEMENT (BERMUDA) LIMITED
   
 
By: /s/ Michal Nosek
 
Director

 
 
 
 
- 9 -