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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934*
Saga Communications, Inc.
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(Name of Issuer)
Class A Common stock
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(Title of Class of Securities)
786598102
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(CUSIP Number)
Peter C. Keefe
Avenir Corporation
1725 K St NW
Suite 401
Washington DC, 20006
(202) 659-4427
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 14, 2006
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(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(e), 13d?1(f) or 13d?1(g), check the
following box: [X]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 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).
SCHEDULE 13D
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CUSIP No. 786598102 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Avenir Corporation
I.D. No. 54-1146619
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
1,440,322
NUMBER -------- ---------------------------------------------------
OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH -------- ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,440,322
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,440,322
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.96%
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14 TYPE OF REPORTING PERSON*
IA
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SCHEDULE 13D
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CUSIP No. 7865981 Page 3 of 6 Pages
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This Schedule 13D is being filed on behalf of Avenir Corporation ("Avenir"), a
Virginia corporation. This Schedule 13D relates to the common stock, par value
$0.01 per share, of Saga Communications, a Delaware corporation (the "Issuer").
Unless the context otherwise requires, references herein to "Securities" or
"Shares" are to such common stock of the Issuer.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock of the Company, and
is being filed pursuant to Rules 13d?1 and 13d?5 under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). The address of the principal
executive offices of the Issuer is 73 Kercheval Avenue, Grosse Pointe Farms,
Michigan 48236.
Item 2. Identity and Background.
(a) Avenir is an investment advisor registered with the Securities & Exchange
Commission under the Investment Advisers Act of 1940, as amended. Avenir is a
Virginia Corporation.
(b) The address of the principal business and principal office of Avenir is
1725 K St NW, Suite 401, Washington DC, 20006.
(c) The principal business of Avenir is to serve as an investment manager to
various clients, institutions (including qualified retirement plans), and
endowment funds.
(d) During the last five years, Avenir has not been convicted in a criminal
proceeding
(e) During the last five years, Avenir has not been a party to any civil or
administrative proceeding involving any alleged violations of any securities
law.
(f) United States
Item 3. Source and Amount of Funds or Other Consideration.
The Securities of the Issuer were primarily acquired on behalf of the
investment advisory clients of Avenir under sole or shared discretionary
authority granted Avenir. In addition, Avenir and/or its principal officers
and employees purchased Shares in the Issuer for their personal accounts. The
aggregate amount of funds used to purchase the Securities reported in this
filing totaled approximately $19,296,637. In addition, none of the proceeds
used to purchase the Securities were expressly provided through borrowings,
though certain accounts managed by Avenir may carry margin balances from time
to time.
Item 4. Purpose of Transaction
The Securities reported in this filing have been purchased and held for
investment purposes on behalf of client accounts over which Avenir has sole
discretionary investment or voting power, as well as on behalf of accounts of
Avenir and the employees of Avenir. All purchases of Securities were made for
investment purposes only, in the ordinary course of business of Avenir as a
registered investment advisor. Avenir may purchase additional Securities on
behalf of clients and its own employees in the future, or may sell all or a
part of the current holdings of the Securities.
Avenir is engaged in the business of investment management of its clients'
assets and pursues an investment philosophy of identifying undervalued
situations and acquiring positions in undervalued companies on behalf of its
clients. In pursuing this investment philosophy, Avenir analyzes the operations,
capital structure and markets of companies in which its clients invest and
continuously monitors the business operations of such companies through analysis
of financial statements and other public documents, through discussions with
knowledgeable industry observers, and with management of such companies, often
at management's invitation.
SCHEDULE 13D
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CUSIP No. 786598102 Page 4 of 6 Pages
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Avenir qualifies as an institution which may elect to file securities ownership
reports required by the Securities Exchange Act of 1934 on Schedule 13G and, as
a routine matter, Avenir utilizes Schedule 13G for its reporting of the
ownership positions held by its investment advisory clients. As the result of
investment analysis or the occurrence of events, Avenir may desire to
participate in discussions with the particular portfolio company's management
or with third parties about significant matters in which Avenir may suggest
possible courses of action to assist in building corporate intrinsic value per
share or to cause the Company's true economic value to be recognized. In such
situations, Avenir may elect to file Schedule 13D, or to convert an existing
filing on Schedule 13G to a filing on Schedule 13D, in order to be more active
in corporate governance and management matters, and to have the ability to enter
into discussions with third parties concerning proposed corporate transactions
of a significant nature.
To obtain the necessary flexibility to discuss any such actions or transactions
with any such third parties or with the Issuer's management, Avenir is filing
Schedule 13D. Avenir will thus be able to discuss any such proposals with the
respective third parties and/or with management of the Issuer as a means of
fulfilling its fiduciary duties to its clients. As the result of this filing on
Schedule 13D, and depending on the circumstances, Avenir and its clients could
support one or more of the actions or transactions described in clauses (a)
through (j) of Item 4 of the Schedule 13D form.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to which this
Schedule 13D relates is 1,440,322 shares of the common stock of the Issuer,
constituting approximately 7.96% of the 18,098,028 shares outstanding.
(b) Avenir generally has the sole power to dispose of or to direct the
disposition of the Securities held for discretionary accounts of its investment
clients, and may be granted the sole power to vote or direct the vote of such
Securities; such powers may be retained by or shared with the respective clients
for shared or non-discretionary accounts, for which Avenir generally makes
recommendations with respect thereto.
(c) All purchase or sale transactions in the Securities during the
past sixty days are set forth on Schedule I.
(d) The investment advisory clients of Avenir have the sole right to
receive and, subject to notice, to withdraw the proceeds from the sale of the
Securities, and the sole power to direct the receipt of dividends from any of
the Securities held for their respective accounts. Such clients may also
terminate the investment advisory agreements without penalty upon appropriate
notice.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
The powers of disposition with respect to Securities owned by discretionary
private accounts of Avenir are established in written investment advisory
agreements between clients and Avenir, which are entered into in the normal
and usual course of the business of Avenir as a registered investment advisor
and which are generally applicable to all securities purchased for the benefit
of each such discretionary private account. There are no special or different
agreements relating to the Securities of the Issuer.
The written investment advisory agreements with clients do not contain
provisions relating to borrowing of funds to finance the acquisition of the
Securities, acquisition of control, transfer of securities, joint ventures,
or any of the other transactions listed in the instructions to Item 7 of
Schedule 13D other than voting of proxies. In connection with voting, Avenir
may be allowed or directed to vote the proxies received by accounts classified
as "discretionary" or "shared" accounts; such authority is generally retained
by the clients for accounts classified as "non-discretionary".
Item 7. Material to be Filed as an Exhibit
Schedule I. Purchase and sale transactions within the past 60 days.
SCHEDULE 13D
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CUSIP No. 786598102 Page 5 of 6 Pages
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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.
March 14, 2006
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Date
/s/ Peter C. Keefe
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Signature
Peter C. Keefe,
President
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Name/Title
SCHEDULE 13D
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CUSIP No. 786598102 Page 6 of 6 Pages
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SCHEDULE I
PURCHASE ("by") AND SALE ("sl") TRANSACTIONS WITHIN PAST 60 DAYS
All purchases and sales listed below were normal, open-market transactions.
Transaction
Average Per
Type Security Date Quantity Total Price Share
by Saga Communications Inc 1/17/2006 1500 $14,941.05 $9.96
by Saga Communications Inc 1/18/2006 4900 $48,016.57 $9.80
by Saga Communications Inc 2/2/2006 3000 $29,882.00 $9.96
by Saga Communications Inc 2/3/2006 5270 $52,519.75 $9.97
by Saga Communications Inc 2/13/2006 1400 $13,896.96 $9.93
by Saga Communications Inc 2/16/2006 600 $5,988.00 $9.98
by Saga Communications Inc 2/17/2006 400 $3,992.00 $9.98
by Saga Communications Inc 2/21/2006 2800 $27,692.84 $9.89
by Saga Communications Inc 2/23/2006 1000 $9,880.00 $9.88
by Saga Communications Inc 2/28/2006 4300 $42,329.00 $9.84
by Saga Communications Inc 3/2/2006 447500 $4,042,063.95 $9.03
by Saga Communications Inc 3/7/2006 5965 $53,975.15 $9.05
by Saga Communications Inc 3/9/2006 6800 $61,238.75 $9.01
by Saga Communications Inc 3/10/2006 1295 $11,671.00 $9.01
by Saga Communications Inc 3/13/2006 200 $1,830.95 $9.15