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Filing - Filing Date:
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Schedule 13D/A-5 – October 9, 2013
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Reporting Persons:
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Alex Meruelo Living Trust, Meruelo Investment Partners LLC, and Alex Meruelo
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Issuer - Securities:
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Digital Generation, Inc. - Common Stock
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Introduction
This Amendment No. 5 (“Amendment No. 5”) is jointly filed by and on behalf of Alex Meruelo Living Trust (“Meruelo Trust”), Meruelo Investment Partners LLC (“Meruelo Partners”), and Alex Meruelo (together with Meruelo Trust and Meruelo Partners, “Meruelo Group”) to amend the Schedule 13D filed with the Securities and Exchange Commission (“Commission”) on August 20, 2012 (“Original Schedule 13D”) as amended by Amendment No. 1 to the Original Schedule 13D filed with the Commission on December 6, 2012 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D filed with the Commission on July 1, 2013 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D filed with the Commission on July 16, 2013 (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D filed with the Commission on August 9, 2013 (“Amendment No. 4” and together with the Original Schedule 13D and Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Existing Schedule 13D”, and collectively with this Amendment No. 5, the “Schedule 13D” or “statement”) with respect to the subject class of securities. Each term used and not otherwise defined in this Amendment No. 5 shall have the meaning assigned to such term in the Existing Schedule 13D. Except as otherwise provided hereby, each Item of the Existing Schedule 13D remains unchanged.
Item 4. Purpose of Transaction.
Item 4 of the Existing Schedule 13D is hereby amended and restated in its entirety as follows:
“The securities covered by this statement were acquired for investment purposes. Each reporting person believes that the subject class of securities is undervalued and represents an attractive investment opportunity.
The reporting persons have engaged in discussions with the issuer, security holders of the issuer, and other persons with respect to the subject class of securities, the issuer, the issuer’s industry, business, condition, operations, structure, governance, management, capitalization, policies, plans, and prospects and related and other matters.
On November 8, 2012, Meruelo Partners issued a press release related to the issuer, a copy of which is included as Exhibit 99.2 hereto and hereby incorporated herein by reference.
On December 6, 2012, Mr. Meruelo delivered a letter to the issuer, a copy of which is included as Exhibit 99.3 hereto and hereby incorporated herein by reference.
On December 6, 2012, Meruelo Partners issued a press release related to the issuer, a copy of which is included as Exhibit 99.4 hereto and hereby incorporated herein by reference.
On July 8, 2013, Meruelo Partners delivered a letter to the issuer, a copy of which is included as Exhibit 99.5 hereto and hereby incorporated herein by reference.
On July 11, 2013, the issuer delivered a letter to Meruelo Partners in response to the letter dated July 8, 2013, a copy of which is included as Exhibit 99.6 hereto and hereby incorporated herein by reference.
On July 16, 2013, Meruelo Partners issued a press release related to the issuer, a copy of which is included in Exhibit 99.7 hereto and hereby incorporated herein by reference.
On July 16, 2013, Meruelo Trust delivered a letter to the issuer, a copy of which is included in Exhibit 99.8 hereto and hereby incorporated herein by reference.
On August 9, 2013, Meruelo Trust filed a complaint against the issuer in the Delaware Court of Chancery, a copy of which is included in Exhibit 99.9 hereto and hereby incorporated herein by reference.
On August 9, 2013, Meruelo Partners issued a press release related to the issuer, a copy of which is included in Exhibit 99.10 hereto and hereby incorporated herein by reference.
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Filing - Filing Date:
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Schedule 13D/A-5 – October 9, 2013
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Reporting Persons:
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Alex Meruelo Living Trust, Meruelo Investment Partners LLC, and Alex Meruelo
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Issuer - Securities:
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Digital Generation, Inc. - Common Stock
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On October 7, 2013, Meruelo Group entered into an agreement with the issuer (the “Meruelo Agreement”), a copy of which is included in Exhibit 99.11 hereto and hereby incorporated herein by reference.
Subject to the terms of the Meruelo Agreement, each reporting person plans and proposes to review and analyze such reporting person’s interest in the issuer on a continuing basis and continue to engage in such discussions, as well as discussions with the issuer, the issuer’s directors and officers and other persons related to the issuer, as such reporting person deems necessary or appropriate in connection with such reporting person’s interest in the issuer.
Subject to the terms of the Meruelo Agreement and depending upon the factors described below and any other factor that is or becomes relevant, each reporting person plans and proposes to: (a) acquire additional amounts of the subject class of securities or different equity, debt, or other securities of the issuer, derivative securities related to securities of the issuer or other securities related to the issuer (collectively, “Issuer-Related Securities”) or a combination or combinations of Issuer-Related Securities, including by purchase or other method, pursuant to open market, private, tender offer, or other transactions, using borrowed or other funds or consideration of or from any source described herein or other source or via a combination or combinations of such methods, transactions, consideration, and sources; (b) dispose of all or part of the securities covered by this statement and any other Issuer-Related Securities, including by sale or other method, pursuant to open market, private, or other transactions or via a combination or combinations of such methods and transactions; (c) engage in financing, lending, hedging, pledging, or similar transactions involving the securities covered by this statement or other Issuer-Related Securities or a combination or combinations of such transactions; (d) engage in discussions and otherwise communicate with the issuer, officers, directors, and security holders of the issuer and other persons related to the issuer with respect to Issuer-Related Securities, the issuer, the issuer’s industry, business, condition, operations, structure, governance, management, capitalization, dividend policy, other policies, plans, and prospects and related and other matters; (e) suggest or recommend a transaction or transactions involving the acquisition, sale, or exchange of all or part of the Issuer-Related Securities or assets of the issuer, other actions or a combination or combinations of such actions, in any case, which relates or relate to (or could result in) a change or changes to the issuer’s business, condition, operations, structure, governance, management, capitalization, policies, plans, and prospects and similar and other actions and changes; (f) make a proposal or proposals involving the acquisition or sale of all or part of the Issuer-Related Securities or assets of the issuer; (g) make a proposal or proposals to request that the issuer and/or the security holders of the issuer consider an extraordinary or other transaction, such as a merger or reorganization, or a combination or combinations of such transactions; and (h) engage in a combination or combinations of the foregoing plans and/or proposals.
Each such plan or proposal may be subject to, and depend upon, a variety of factors, including (i) current and anticipated trading prices and the expected value of applicable Issuer-Related Securities, (ii) the issuer’s financial condition and position, results of operations, plans, prospects and strategies, (iii) general industry conditions, (iv) the availability, form and terms of financing and other investment and business opportunities, (v) general stock market and economic conditions, (vi) tax considerations and (vii) other factors. Each acquisition, disposition, transaction, discussion, communication, suggestion, recommendation, proposal and other action described herein may be effected, made or taken, as applicable, at any time and/or from time to time without prior notice. Although the plans and proposals described herein reflect the plans and proposals presently contemplated by the reporting persons with respect to the issuer and the Issuer-Related Securities, as applicable, each such plan and proposal is subject to change at any time and from time to time dependent upon contingencies and assumed and speculative conditions and other factors, including actions taken by the issuer, the issuer’s board of directors, other security holders of the issuer and other parties and the outcome of the discussions, communications, transactions and other actions described herein. There can be no assurance that any such plan or proposal will be consummated or pursued or result in any transaction described herein or other transaction or that any action contemplated by any such plan or proposal (or any similar action) will be taken.
Except as otherwise described herein, no reporting person currently has any plan or proposal that relates to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. However, subject to the terms of the Meruelo Agreement, each reporting person may, at any time and from time to time, plan or propose to effect or cause an action or actions relating to or resulting in one or more of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D.”
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