SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO §240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

LEE ENTERPRISES, INCORPORATED.

(Name of Issuer)

Common Stock, Par Value $.01 Per Share

523768109

(CUSIP Number)

Brent D. Baird

Ann N. Bonte

25 Melbourne Place

Buffalo, New York 14222

Tel. 716-830-6322

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

December 28, 2020

(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 Sections 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 Section 240.13d-7(b) 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. 523768109    SCHEDULE 13D    Page 2 of 6

 

  1.    

  Names of Reporting Person:

 

  Brent D. Baird

  2.  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3.  

  SEC Use Only:

 

  4.  

  Source of Funds:

 

  PF

  5.  

  Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐.

  6.  

  Citizenship or Place of Organization:

 

  U.S.

                

 

     7.     

  Sole Voting Power:

 

  Common Stock – 3,523,446 shares

     8.   

  Shared Voting Power:

 

  -0-

     9.   

  Sole Dispositive Power:

 

  Common Stock – 3,523,446 shares

   10.   

  Shared Dispositive Power:

 

  -0-

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person:

 

  Common Stock – 3,523,446 shares

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  ☒

 

The total shares included in Item 11 excludes 75,000 Common Shares held by Mr. Baird’s wife, Ann N. Bonte, as to which he disclaims beneficial ownership.

13.  

  Percent of Class Represented by Amount in Row (11):

 

  Common Stock – 6.04%

14.  

  Type of Reporting Person:

 

  IN


CUSIP No. 523768109    SCHEDULE 13D    Page 3 of 6

 

  1.    

  Names of Reporting Person:

 

  Ann N. Bonte

  2.  

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☒

 

  3.  

  SEC Use Only:

 

  4.  

  Source of Funds:

 

  PF

  5.  

  Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐.

  6.  

  Citizenship or Place of Organization:

 

  U.S.

                

 

     7.     

  Sole Voting Power:

 

  Common Stock – 75,000 shares

     8.   

  Shared Voting Power:

 

  -0-

     9.   

  Sole Dispositive Power:

 

  Common Stock – 75,000 shares

   10.   

  Shared Dispositive Power:

 

  -0-

11.    

  Aggregate Amount Beneficially Owned by Each Reporting Person:

 

  Common Stock – 75,000 shares

12.  

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

 

  ☒

 

The total shares included in Item 11 excludes 3,523,446 Common Shares held by Ms. Bonte’s husband, Brent D. Baird, as to which she disclaims beneficial ownership.

13.  

  Percent of Class Represented by Amount in Row (11):

 

  Common Stock – 0.13%

14.  

  Type of Reporting Person:

 

  IN


CUSIP No. 523768109    SCHEDULE 13D    Page 4 of 6

 

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D supplements and amends the Schedule 13D filed on October 19, 2020 (the “Initial Schedule 13D”). Information reported in the Initial Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Unless otherwise indicated, capitalized terms used but not otherwise defined herein shall have the meaning assigned to such terms in the Initial Schedule 13D. Responses to each item of this Schedule 13D/A are incorporated by reference into the response to each other item, as applicable.

 

Item 3.

Source and Amount of Funds or Other Consideration.

All of the Common Shares owned by the Reporting Persons were purchased by him or her with their respective personal funds. The total consideration paid for the Common Shares purchased by the Reporting Persons is $4,148,386.90, including $7,820 of brokerage commissions.

 

Item 5.

Interest in Securities of the Issuer.

(a) Mr. Baird owns beneficially, and has the sole power to vote and dispose of, 3,523,446 Common Shares or approximately 6.04% of the outstanding Common Shares of the Company, based on 58,353,084 Common Shares outstanding as of November 30, 2020, as set forth in the Issuer’s Annual Report on Form 10-K for the Year ended November 30, 2020.

The transactions in Common Shares by Mr. Baird since the filing of the Initial Schedule 13D are as follows:

 

Nature of Transaction

   No. of
Common Shares
Purchased/(Sold)
     Price Per
Share ($)
 

Open market purchase – 10/28/20

     14,378      $ 0.7777  

Open market purchase – 11/16/20

     25,000      $ 0.9369  

Open market purchase – 11/17/20

     25,000      $ 0.9297  

Open market purchase – 11/19/20

     25,000      $ 0.9900  

Open market purchase – 11/20/20

     25,000      $ 0.9848  

Open market purchase – 11/23/20

     25,000      $ 1.0000  

Open market purchase – 11/24/20

     25,000      $ 1.0100  

Open market purchase – 112/5/20

     25,000      $ 1.0200  

Open market purchase – 11/27/20

     25,000      $ 1.0339  

Open market purchase – 11/30/20

     25,000      $ 1.0500  

Open market purchase – 12/3/20

     25,000      $ 1.1394  

Open market purchase – 12/4/20

     25,000      $ 1.1288  

Open market purchase – 12/7/20

     25,000      $ 1.1479  

Open market purchase – 12/8/20

     25,000      $ 1.1502  

Open market purchase – 12/9/20

     25,000      $ 1.1199  

Open market purchase – 12/10/20

     50,000      $ 1.0761  


CUSIP No. 523768109    SCHEDULE 13D    Page 5 of 6

 

Open market purchase – 12/11/20

     25,000      $ 1.1399  

Open market purchase – 12/14/20

     25,000      $ 1.1281  

Open market purchase – 12/15/20

     25,000      $ 1.1700  

Open market purchase – 12/16/20

     25,000      $ 1.1700  

Open market purchase – 12/17/20

     25,000      $ 1.1298  

Open market purchase – 12/18/20

     25,000      $ 1.1366  

Open market purchase – 12/28/20

     50,000      $ 1.2452  

(b) Ms. Bonte owns beneficially, and has the sole power to vote and dispose of, 75,000 Common Shares or approximately 0.13% of the outstanding Common Shares of the Company, based on 58,353,084 Common Shares outstanding as of November 30, 2020, as set forth in the Issuer’s Annual Report on Form 10-K for the Year ended November 30, 2020.

Ms. Bonte has not entered into any transactions in Common Shares since the filing of the Initial Schedule 13D.

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Common Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Common Shares except to the extent of his or its pecuniary interest therein.

 

Item 7.

Material to be filed as Exhibits.

 

99.1    Power of Attorney granted by Brent D. Baird to Robert J. Olivieri, dated December 24, 2020.
99.2    Power of Attorney granted by Ann N. Bonte to Robert J. Olivieri, dated December 24, 2020.


CUSIP No. 523768109    SCHEDULE 13D    Page 6 of 6

 

SIGNATURES

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.

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete, and correct.

Date: December 29, 2020

 

/s/ Robert J. Olivieri, as Attorney–in-Fact for Brent D. Baird

BRENT D. BAIRD

/s/ Robert J. Olivieri, as Attorney–in-Fact for Ann N. Bonte

ANN N. BONTE
EX-99.1

EXHIBIT 99.1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Robert J. Olivieri, the undersigned’s true and lawful attorney-in-fact to:

 

  (1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as a shareholder, officer and/or director, (i) Forms 3, 4, and 5 (including any amendments thereto) which may be required to be filed with the United States Securities and Exchange Commission (the “SEC”) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”), (ii) Schedules 13G and 13D (including any amendments thereto) which may be required to be filed with the SEC in accordance with Sections 13(d) and 13(g) of the Exchange Act and (iii) any other forms or reports that the undersigned may be required to file with the SEC in connection with his ownership, acquisition or disposition of securities.

 

  (2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedules 13G or 13D, or any amendments to any of the foregoing, and timely file such form with the SEC and any stock exchange or similar authority; and

 

  (3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

Photographic copies of this Power of Attorney shall have the same force and effect as the original.

This power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 or Schedules 13G or 13D with respect to the undersigned’s beneficial ownership of and transactions in securities, unless earlier revoked by the undersigned (a) automatically upon the undersigned’s death, (b) automatically upon the foregoing attorney-in-fact being notified in writing of the undersigned’s disability, (iii) upon a signed written revocation delivered to the foregoing attorney-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of December, 2020.

 

/s/ Brent D. Baird

Brent D. Baird

STATE OF NEW YORK)

COUNTY OF ERIE)

On the 24th day of December, in the year 2020, before me, the undersigned, personally appeared Brent D. Baird, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

 

/s/ Stephen J. Seerey

Notary Public
EX-99.2

EXHIBIT 99.2

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Robert J. Olivieri, the undersigned’s true and lawful attorney-in-fact to:

 

  (1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as a shareholder, officer and/or director, (i) Forms 3, 4, and 5 (including any amendments thereto) which may be required to be filed with the United States Securities and Exchange Commission (the “SEC”) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended and the rules thereunder (the “Exchange Act”), (ii) Schedules 13G and 13D (including any amendments thereto) which may be required to be filed with the SEC in accordance with Sections 13(d) and 13(g) of the Exchange Act and (iii) any other forms or reports that the undersigned may be required to file with the SEC in connection with his ownership, acquisition or disposition of securities.

 

  (2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedules 13G or 13D, or any amendments to any of the foregoing, and timely file such form with the SEC and any stock exchange or similar authority; and

 

  (3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

Photographic copies of this Power of Attorney shall have the same force and effect as the original.

This power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 or Schedules 13G or 13D with respect to the undersigned’s beneficial ownership of and transactions in securities, unless earlier revoked by the undersigned (a) automatically upon the undersigned’s death, (b) automatically upon the foregoing attorney-in-fact being notified in writing of the undersigned’s disability, (iii) upon a signed written revocation delivered to the foregoing attorney-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of December, 2020.

 

/s/ Ann N. Bonte

Ann N. Bonte

STATE OF NEW YORK)

COUNTY OF ERIE)

On the 24th day of December, in the year 2020, before me, the undersigned, personally appeared Ann N. Bonte, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her capacity, and that by her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

 

/s/ Stephen J. Seeley

Notary Public