Page 1 of 7 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* SAGA COMMUNICATIONS, INC. ----------------------------------------------------- (Name of Issuer) COMMON STOCK, CLASS A ----------------------------------------------------- (Title of Class of Securities) 786598102 ----------------------------------------------------- (CUSIP Number) Linda S. Martinson, Esq. (212) 759-7700 450 Park Avenue, Suite 2800, New York, NY 10022 ----------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) *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). SEC 1746 (12-91)Schedule 13D Amendment No. 2(continued) CUSIP No. 786598102 Page 2 of 7 Pages - - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ronald Baron - - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - - -------------------------------------------------------------------------------- 3 SEC USE ONLY - - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(C) OR 2(E) [ ] - - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 375,000 BENEFICIALLY -------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 1,700,949 REPORTING -------------------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 375,000 -------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,700,949 - - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,075,949 - - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.3% - - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT
Page 3 of 7 Pages Item 1. Security and Issuer (a) Name of Issuer: Saga Communications, Inc. (b) Address of Issuer's Principal Executive Offices: 73 Kercheval Avenue Grosse Pointe Farms, MI 48236 (c) Title and Class of Securities: Common Stock, Class A Item 2. Identity and Background (a) Name: Ronald Baron (b) Business Address: 450 Park Avenue Suite 2800 New York, NY 10022 (c) Present Principal Employment: President: Baron Capital Management, Inc., BAMCO, Inc., Baron Capital, Inc. 450 Park Avenue Suite 2800 New York, NY 10022 (d) Record of Convictions: No material change. (e) Record of Civil Proceedings: No material change. (f) Citizenship: No material change. Item 3. Source and Amount of Funds or Other Consideration Reporting Person owns no shares of the issuer directly. As General Partner of Baron Capital Partners, L.P. ("BCP"), an investment partnership, he directed the purchase of 375,000 shares for the account of the BCP for an aggregate purchase price of $5,105,512. Those shares were paid for by cash assets in BCP's account and by margin borrowings pursuant to the standard margin agreement of Spear, Leeds & Kellogg. An additional 1,395,000 shares were purchased for an aggregate purchase price of $19,146,008 for the accounts of two investment companies registered under the Investment Company Act of 1940, Baron Asset Fund and Baron Growth & Income Fund, (the "Baron Funds"), which are advised by BAMCO, Inc. ("BAMCO"), a registered investment adviser which is controlled by Ronald Baron. An additional 305,949 shares were purchased for an aggregate purchase price of $3,154,367 for the accounts of investment advisory clients of Baron Capital Management, Inc.("BCM") a registered
Page 4 of 7 Pages investment company controlled by Ronald Baron. All of those shares were paid for by cash in the accounts of the investment companies and advisory clients. Item 4. Purpose of Transaction No material change. Item 5. Interest in Securities of the Issuer (a) Amount and percentage beneficially owned: Reporting Person: (i) 1,700,949 shares in his capacity as a controlling person of BAMCO and BCM . Reporting Person disclaims that he is the beneficial owner of these shares. (ii) 375,000 shares in his capacity as General Partner of the BCP. (iii) no shares personally. (b) Number of shares as to which such person has: (i) sole power to vote or direct the vote: 375,000 (ii) shared power to vote or direct the vote: 1,700,949 (iii) sole power to dispose or to direct the disposition: 375,000 (iv) shared power to dispose or direct the disposition: 1,700,949 Reporting Person may be deemed to share power to vote and dispose of shares referred to herein as a result of his control of the investment advisers for whose advisory clients he is reporting. He may be deemed to have sole power to vote and direct the disposition of the shares referred to above to by reason of being a general partner of BCP. (c) A schedule of transactions effected in the last sixty days is attached hereto. (d) Ownership of More than Five Percent on Behalf of Another Person: The investment advisory clients have the right to receive the dividends from, or the proceeds from the sale of the securities in their respective accounts. To the best of Reporting Person's knowledge, no person has such interest relating to more than 5% of the outstanding class of securities, except that Baron Asset Fund, an investment company registered under the Investment Company Act of 1940 and an advisory client of BAMCO, owns 1,240,000 (17.5%) and BCP owns 375,000 (5.3%) of the shares reported herein. (e) Ownership of Less than Five Percent: Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No material change.
Page 5 of 7 Pages Item 7. Material to be Filed as Exhibits Exhibit 99 - 60 days of trading. 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: July 2, 1996 /s/ Ronald Baron _______________________________________ Ronald Baron
SAGA COMMUNICATIONS (SGA) Transaction Schedule From 05-01-96 To 07-01-96 Exec. Account ID Date Quantity Price - - ------------ -------- ---------- -------- bcm4 05-02-96 1 16.7539 bcm4 05-03-96 1 19.194 bcm4 05-07-96 1 18.4073 bcm4 05-07-96 2 18.4026 bcm4 05-08-96 1 18.4056 bcm4 05-08-96 0 18.4206 bcm4 05-09-96 1 19.5807 baf 05-10-96 8750 19.1822 baf 05-13-96 4500 19.2362 bcm4 05-13-96 0 18.4106 bgi 05-13-96 5000 19.25 baf 05-14-96 10000 19.3725 baf 05-15-96 10000 19.375 baf 05-16-96 16300 19.1761 bgi 05-16-96 5000 19.1761 baf 05-17-96 10000 19.125 baf 05-17-96 8700 19.1195 bgi 05-17-96 5000 19.1195 baf 05-20-96 1800 19.125 baf 05-21-96 6000 19.25 baf 05-21-96 2400 19.125 baf 05-23-96 4700 19.2952 baf 05-24-96 10100 19.25 baf 05-28-96 1800 19.125 baf 05-29-96 20200 19.1374 baf 05-30-96 4000 19.2781 baf 06-10-96 5700 20.2662 bgi 06-10-96 2000 20.2662 baf 06-11-96 5000 20.3438 bgi 06-11-96 3000 20.3438 baf 06-12-96 7000 20.4479 bgi 06-12-96 5000 20.4479 baf 06-13-96 6900 20.4293 baf 06-14-96 16400 20.1341 baf 06-17-96 8800 20.3409 baf 06-19-96 6700 20.1828 baf 06-25-96 2000 21.75 baf 06-26-96 6400 21.3398 baf 06-27-96 13400 21.25 baf 06-28-96 5700 21.4486 bgi 06-28-96 5000 21.4486