The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement relates to the common stock, par value $1.25 per share (the “Shares”), of Fisher Communications, Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 140 4th Avenue N., Suite 500, Seattle, Washington 98109.
| Item 2. | Identity and Background. |
(a) This statement is filed by:
| | (i) | FrontFour Capital Group LLC, a limited liability company formed under the laws of the State of Delaware (“FrontFour Capital”); |
| | (ii) | FrontFour Master Fund, Ltd., an exempted company formed under the laws of the Cayman Islands (“Master Fund”); |
| | (iii) | FrontFour Capital Corp., a corporation formed under the laws of British Columbia, Canada (“FrontFour Corp.”); |
| | (iv) | FrontFour Opportunity Fund Ltd., a mutual fund trust formed under the laws of British Columbia, Canada (the “Canadian Fund”); |
| | (v) | Stephen Loukas (“Mr. Loukas”); |
| | (vi) | David A. Lorber (“Mr. Lorber”); and |
| | (vii) | Zachary George (“Mr. George”). |
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(b) The principal business address of each of FrontFour Capital and Messrs. Loukas, Lorber and George is 68 Southfield Avenue, 2 Stamford Landing, Suite 290, Stamford, CT 06902. The principal business address of the Master Fund is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands. The principal business address of each of FrontFour Corp. and the Canadian Fund is 2600-1075 West Georgia Street, Vancouver, British Columbia V6E 3C9.
(c) The principal business of each of the Master Fund and the Canadian Fund is investing in securities. The principal business of FrontFour Capital is serving as the investment manager of the Master Fund and of accounts it separately manages (the “Separately Managed Accounts”). The principal occupation of each of Messrs. Loukas, Lorber and George is serving as a managing member and principal owner of FrontFour Capital. By virtue of these relationships, each of FrontFour Capital and Messrs. Loukas, Lorber and George may be deemed to beneficially own the Shares directly owned by the Master Fund and the Separately Managed Accounts.
The principal business of FrontFour Corp. is serving as the investment manager of the Canadian Fund. Messrs. Loukas, Lorber and George are the principal owners and the directors of FrontFour Corp. By virtue of these relationships, each of FrontFour Corp. and Messrs. Loukas, Lorber and George may be deemed to beneficially own the Shares directly owned by the Canadian Fund.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Messrs. Loukas, Lorber and George are citizens of the United States of America. The jurisdictions of incorporation or organization of the remaining Reporting Persons are set forth in Item 2(a) above.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The Shares purchased by each of the Master Fund and the Canadian Fund, and the Shares held in the Separately Managed Accounts, were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The 2,595 Shares owned directly by Mr. Lorber were awarded to him in his capacity as a former director of the Issuer. The aggregate purchase price of the 1,850 Shares owned directly by Mr. Loukas is approximately $49,210, excluding brokerage commissions. Mr. Loukas purchased these Shares using personal funds. The aggregate purchase price of the 181,619 Shares owned directly by the Master Fund is approximately $3,582,133, excluding brokerage commissions. The aggregate purchase price of the 31,886 Shares owned directly by the Canadian Fund is approximately $941,643, excluding brokerage commissions. The aggregate purchase price of the 237,169 Shares held in the Separately Managed Accounts is approximately $7,120,901, excluding brokerage commissions.
| Item 4. | Purpose of Transaction. |
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
On March 14, 2012, Master Fund and Mr. Lorber (the “FrontFour Group”) entered into an agreement (the “FrontFour Agreement”) with the Issuer pursuant to which the Issuer agreed to recommend and solicit proxies for two candidates selected by the FrontFour Group for election to the Issuer’s Board of Directors at the 2012 Annual Meeting of Shareholders of the Issuer (the “2012 Annual Meeting”). Upon the execution of the FrontFour Agreement, Master Fund withdrew its nomination of two director candidates for election at the 2012 Annual Meeting. Previously, the FrontFour Group and the Issuer were engaged in an election contest that resulted in the election of two of the FrontFour Group’s director nominees to the Board of Directors of the Issuer at the 2011 Annual Meeting of Shareholders of the Issuer.
On December 3, 2012, FrontFour Capital delivered a letter to the Issuer expressing, among other things, its concerns with the Issuer’s poor capital allocation decisions. FrontFour Capital expressed its belief that the Issuer should make a public announcement that it will seek strategic alternatives and work towards a sale of the Issuer and stated that if the Board continues down the current path without regard to its shareholders’ interests, FrontFour Capital will push for additional change at the Board level at the next annual meeting of shareholders.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, continuing to engage in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, including in connection with making recommendations or proposals to the Issuer concerning changes to the capitalization, corporate structure, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer. |
The aggregate percentage of Shares reported owned by each person named herein is based upon 8,876,258 Shares outstanding, as of October 31, 2012, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2012.
| | (a) | As of the close of business on March 1, 2013, FrontFour Capital beneficially owned 418,788 Shares (consisting of 181,619 Shares owned directly by Master Fund and 237,169 Shares held directly by the Separately Managed Accounts). |
Percentage: Approximately 4.7%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 418,788 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 418,788 |
| | (c) | The transactions in the Shares beneficially owned by FrontFour Capital during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| | (a) | As of the close of business on March 1, 2013, Master Fund beneficially owned 181,619 Shares. |
Percentage: Approximately 2.0%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 181,619 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 181,619 |
| | (c) | The transactions in the Shares by Master Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| | (a) | As of the close of business on March 1, 2013, FrontFour Corp. beneficially owned 31,886 Shares (consisting of 31,886 Shares owned directly by the Canadian Fund). |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 31,886 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 31,886 |
| | (c) | The transactions in the Shares beneficially owned by FrontFour Corp. during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| | (a) | As of the close of business on March 1, 2013, the Canadian Fund beneficially owned 31,886 Shares. |
Percentage: Less than 1%
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 31,886 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 31,886 |
| | (c) | The transactions in the Shares by the Canadian Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| | (a) | As of the close of business on March 1, 2013, Mr. Lorber owned 2,595 Shares and, by virtue of his relationship with FrontFour Capital and FrontFour Corp. described in Item 2, may be deemed to beneficially own the 450,674 Shares beneficially owned in the aggregate by such entities. |
Percentage: Approximately 5.1%
| | (b) | 1. Sole power to vote or direct vote: 2,595 |
| | 2. Shared power to vote or direct vote: 450,674 |
| | 3. Sole power to dispose or direct the disposition: 2,595 |
| | 4. Shared power to dispose or direct the disposition: 450,674 |
| | (c) | Mr. Lorber has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares beneficially owned by Mr. Lorber during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| | (a) | As of the close of business on March 1, 2013, Mr. Loukas owned 1,850 Shares and, by virtue of his relationship with FrontFour Capital and FrontFour Corp. described in Item 2, may be deemed to beneficially own the 450,674 Shares beneficially owned in the aggregate by such entities. |
| | Percentage: Approximately 5.1% |
| | (b) | 1. Sole power to vote or direct vote: 1,850 |
| | 2. Shared power to vote or direct vote: 450,674 |
| | 3. Sole power to dispose or direct the disposition: 1,850 |
| | 4. Shared power to dispose or direct the disposition: 450,674 |
| | (c) | Mr. Loukas has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares beneficially owned by Mr. Loukas during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
| | (a) | As of the close of business on March 1, 2013, Mr. George, by virtue of his relationship with FrontFour Capital and FrontFour Corp. described in Item 2, may be deemed to beneficially own the 450,674 Shares beneficially owned in the aggregate by such entities. |
| | Percentage: Approximately 5.1% |
| | (b) | 1. Sole power to vote or direct vote: 0 |
| | 2. Shared power to vote or direct vote: 450,674 |
| | 3. Sole power to dispose or direct the disposition: 0 |
| | 4. Shared power to dispose or direct the disposition: 450,674 |
| | (c) | Mr. George has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares beneficially owned by Mr. George during the past sixty days are set forth in Schedule A and are incorporated herein by reference. |
Each Reporting Person, as a member of a “group” with the other Reporting Persons 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 Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of the Shares he or it does not directly own.
| | (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Reference is made to the FrontFour Agreement discussed in Item 4.
On March 4, 2013, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law (the “Joint Filing Agreement”). The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
| | 99.1 | Joint Filing Agreement, dated March 4, 2013. |
| | 99.2 | FrontFour Agreement, dated March 14, 2012 (incorporated herein by reference to Exhibit 99.2 to the Form 8-K filed by the Issuer on March 20, 2012). |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: March 4, 2013 | FrontFour Master Fund, Ltd. |
| | | |
| | By: | FrontFour Capital Group LLC as Investment Manager |
| | | |
| | | |
| | By: | /s/ David A. Lorber |
| | | Name: | David A. Lorber |
| | | Title: | Managing Member |
| | FrontFour Capital Group LLC |
| | |
| | By: | /s/ David A. Lorber |
| | | Name: | David A. Lorber |
| | | Title: | Managing Member |
| | FrontFour Opportunity Fund Ltd. |
| | | |
| | By: | FrontFour Capital Corp. as Investment Manager |
| | |
| | By: | /s/ David A. Lorber |
| | | Name: | David A. Lorber |
| | | Title: | President |
| | FrontFour Capital Corp. |
| | |
| | By: | /s/ David A. Lorber |
| | | Name: | David A. Lorber |
| | | Title: | President |
| | /s/ Stephen Loukas |
| | Stephen Loukas |
| | /s/ David A. Lorber |
| | David A. Lorber |
| | /s/ Zachary George |
| | Zachary George |
Transactions in the Shares During the Past Sixty Days
Shares of Common Stock Purchased | Price Per Share($) | Date of Purchase |
FRONTFOUR MASTER FUND, LTD.
| 2,400 | 28.0927 | 01/04/2013 |
| 1,729 | 27.9712 | 01/07/2013 |
| 1,573 | 27.9515 | 01/08/2013 |
| 2,500 | 33.1260 | 01/15/2013 |
| 3,000 | 34.9692 | 01/24/2013 |
| 805 | 34.9954 | 01/28/2013 |
| 4,000 | 36.1896 | 01/30/2013 |
| 1,911 | 35.4283 | 01/30/2013 |
| 3,842 | 37.1031 | 02/20/2013 |
FRONTFOUR OPPORTUNITY FUND LTD.
| 535 | 28.0927 | 01/04/2013 |
| 500 | 27.9712 | 01/07/2013 |
| 292 | 27.9515 | 01/08/2013 |
| 500 | 33.1260 | 01/15/2013 |
| 906 | 34.9692 | 01/24/2013 |
| 146 | 34.9954 | 01/28/2013 |
| 3,500 | 36.1896 | 01/30/2013 |
| 346 | 35.4283 | 01/30/2013 |
| 692 | 37.1031 | 02/20/2013 |
FRONTFOUR CAPITAL
(Through the Separately Managed Accounts)
| 4,678 | 27.9456 | 01/03/2013 |
| 700 | 27.9712 | 01/07/2013 |
| 2,030 | 27.9515 | 01/08/2013 |
| 2,000 | 33.1260 | 01/15/2013 |
| 5,813 | 34.9692 | 01/24/2013 |
| 1,031 | 34.9954 | 01/28/2013 |
| 2,500 | 36.1896 | 01/30/2013 |
| 2,443 | 35.4283 | 01/30/2013 |
| 3,000 | 36.7719 | 02/11/2013 |
| 4,600 | 36.8075 | 02/11/2013 |
| 1,600 | 36.7691 | 02/12/2013 |
| 400 | 36.8563 | 02/14/2013 |
| 10,000 | 37.0880 | 02/20/2013 |
| 5,466 | 37.1031 | 02/20/2013 |
| 1,808 | 37.1780 | 02/21/2013 |
| 5,000 | 37.3264 | 02/22/2013 |
| 2,021 | 35.8365 | 03/01/2013 |
