Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington,
D.C. 20549 |
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SCHEDULE 13G |
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Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Beasley Broadcast Group, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
074014101
(CUSIP Number)
December 31, 2005
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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Rule 13d-1(c) |
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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. 074014101 |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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1. |
Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number of |
5. |
Sole Voting Power |
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6. |
Shared Voting Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive Power |
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9. |
Aggregate Amount
Beneficially Owned b
y Each Reporting Person |
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10. |
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting Person
(See Instructions) |
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PRELIMINARY NOTE: This Schedule 13G/A is being filed on behalf of: Entercom Incorporated, a Delaware corporation, Entercom Radio, LLC, a Delaware limited liability company, Entercom Communications Corp., a Pennsylvania corporation, and Joseph M. Field, an individual (collectively, the Reporting Persons). The Reporting Persons originally filed a Schedule 13D regarding ownership of the subject shares of Beasley Broadcast Group, Inc. on August 30, 2002. The Reporting Persons subsequently filed a Schedule 13G on May 24, 2005, which, in accordance with SEC Release No. 34-39538, was deemed to amend the previously filed Schedule 13D.
Item 1. |
Issuer Information |
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(a) |
Name of Issuer: |
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(b) |
Address of Issuers
Principal Executive Offices: 3033 Riviera Drive, Suite 200 Naples, Florida 34103. |
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Item 2. |
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(a) |
Name of Person Filing: Entercom Radio, LLC Entercom Communications Corp. Joseph M. Field |
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(b) |
Address of Principal
Business Office or, if none, Residence: |
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(c) |
Citizenship: Entercom Radio, LLC Delaware Entercom Communications Corp. Pennsylvania Joseph M. Field United States of America |
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(d) |
Title of Class of
Securities: |
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(e) |
CUSIP Number: |
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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: |
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Not applicable. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: As of December 31, 2005, Entercom Incorporated owns 391,429 shares of Class A Common Stock of Beasley Broadcast Group, Inc. Entercom Incorporated is a wholly owned subsidiary of Entercom Radio, LLC. Entercom Radio, LLC is a wholly owned subsidiary of Entercom Communications Corp. Joseph M. Field is Chairman of Entercom Communications Corp. and controls approximately 62.95% of the aggregate voting power of all classes of common stock of Entercom Communications Corp. By virtue of the foregoing relationships, each of the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the subject shares of Common Stock of Beasley Broadcast Group, Inc. |
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Entercom Incorporated |
391,429 shares |
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Entercom Radio, LLC |
391,429 shares |
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Entercom Communications Corp. |
391,429 shares |
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Joseph M. Field |
391,429 shares |
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(b) |
Percent of class: |
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Entercom Incorporated |
5.14% |
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Entercom Radio, LLC |
5.14% |
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Entercom Communications Corp. |
5.14% |
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Joseph M. Field |
5.14% |
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(c) |
Number of shares as to
which the person has: |
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(i) |
Sole power to vote or to direct the vote: |
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Entercom Incorporated |
0 shares |
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Entercom Radio, LLC |
0 shares |
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Entercom Communications Corp. |
0 shares |
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Joseph M. Field |
0 shares |
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(ii) |
Shared power to vote or to direct the vote: |
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Entercom Incorporated |
391,429 shares |
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Entercom Radio, LLC |
391,429 shares |
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Entercom Communications Corp. |
391,429 shares |
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Joseph M. Field |
391,429 shares |
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(iii) |
Sole power to dispose or to direct the disposition of: |
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Entercom Incorporated |
0 shares |
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Entercom Radio, LLC |
0 shares |
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Entercom Communications Corp. |
0 shares |
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Joseph M. Field |
0 shares |
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(iv) |
Shared power to dispose or to direct the disposition of: |
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Entercom Incorporated |
391,429 shares |
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Entercom Radio, LLC |
391,429 shares |
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Entercom Communications Corp. |
391,429 shares |
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Joseph M. Field |
391,429 shares |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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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 five percent of the class of securities, check the following o. |
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Not applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
The Reporting Persons are filing this Schedule as a group pursuant to Rules 13d-1(k)(1) and 13d-1(c) of the Securities Exchange Act of 1934. Attached is an exhibit (Exhibit 99.1) listing the members of the group. The reporting persons are not, however, part of a group as defined in Rule 13d-1(b)(ii)(J).
Attached is an exhibit (Exhibit 99.2) containing the Joint Filing Agreement among the Reporting Persons. |
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Item 9. |
Notice of Dissolution of Group |
Not applicable. |
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Item 10. |
Certification |
By signing below we each certify that, to the best of our knowledge and belief, the securities referred to above 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. |
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Signatures
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
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Entercom Incorporated |
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By: |
/s/ Stephen F. Fisher |
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Name: |
Stephen F. Fisher |
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Title: |
Vice President |
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Date: |
February 8, 2006 |
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Entercom Radio, LLC |
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By: |
/s/ Stephen F. Fisher |
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Name: |
Stephen F. Fisher |
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Title: |
Executive Vice President |
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Date: |
February 8, 2006 |
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Entercom Communications Corp. |
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By: |
/s/ Stephen F. Fisher |
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Name: |
Stephen F. Fisher |
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Title: |
Executive Vice President |
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Date: |
February 8, 2006 |
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Joseph M. Field |
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/s/ Joseph M. Field |
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Date: |
February 8, 2006 |
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