EXPLANATORY NOTE.
This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.01 per share (“Common Stock”), of Daily Journal Corporation, a South Carolina corporation (“Daily Journal”), that was previously reported as beneficially owned on Schedule 13G in joint filings made by John P. Guerin and Fabienne M. Guerin.
Mr. Guerin may be deemed to beneficially own, in the aggregate, 242,820 shares of Common Stock, representing approximately 17.6% of the outstanding Common Stock. (1) Mr. Guerin exercises sole voting and investment power over these shares of Common Stock, of which 215,744 are held in two trusts for which Mr. Guerin is a trustee and a beneficiary and 27,076 are held by the Guerin Foundation.
In 2012 and January 2013, the Guerin Foundation sold 11,650 shares of Common Stock through a series of open market transactions (the “Foundation Transactions”) for the purpose of obtaining cash for use in its charitable activities. Between the most recent filing of an amendment to the Schedule 13G on February 11, 1997 and the filing of this Schedule 13D, Mr. Guerin’s beneficial ownership has been reduced by a total of 15,756 shares of Common Stock, representing approximately 1.1% of the outstanding Common Stock. This reduction is the net result of (i) the contribution to the Guerin Family Trust of 6,762 shares of Common Stock previously held by Fabienne M. Guerin, (ii) the dissolution of a trust holding 10,868 shares of Common Stock for which Mr. Guerin was a trustee but not a beneficiary and (iii) the Foundation Transactions. The following Foundation Transactions were conducted within the last 60 days:
On December 19, 2012 the Guerin Foundation sold 270 shares of Common Stock at the price of $93.00 per share.
On December 20, 2012 the Guerin Foundation sold 930 shares of Common Stock at the price of $93.00 per share.
On January 2, 2013 the Guerin Foundation sold 1,050 shares of Common Stock at the price of $94.50 per share.
On January 3, 2013 the Guerin Foundation sold 7 shares of Common Stock at the price of $96.75 per share.
On January 4, 2013 the Guerin Foundation sold 818 shares of Common Stock at the price of $96.75 per share.
On January 7, 2013 the Guerin Foundation sold 675 shares of Common Stock at the price of $101.00 per share.
On January 8, 2013 the Guerin Foundation sold 31 shares of Common Stock at the price of $100.00 per share.
On January 9, 2013 the Guerin Foundation sold 969 shares of Common Stock at the price of $100.00 per share.
On January 9, 2013 the Guerin Foundation sold 159 shares of Common Stock at the price of $101.00 per share.
On January 10, 2013 the Guerin Foundation sold 30 shares of Common Stock at the price of $101.00 per share.
On January 11, 2013 the Guerin Foundation sold 1,011 shares of Common Stock at the price of $101.00 per share.
ITEM 1. SECURITY AND ISSUER.
The information set forth in the Explanatory Note above is hereby incorporated by reference in response to this Item 1.
The address of the principal executive offices of Daily Journal is 915 East First Street, Los Angeles, California 90012.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by John P. Guerin, a natural person and citizen of the United States of America. Mr. Guerin is a private investor. The principal business address of Mr. Guerin, the trusts and the Guerin Foundation is 355 South Grand Avenue, 34 th Floor, Los Angeles, California, 90071.
During the last five years, Mr. Guerin has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
None of the Foundation Transactions required any funds from Mr. Guerin, the Guerin Foundation or the trusts for which Mr. Guerin serves as the trustee. The shares of Common Stock were originally acquired by Mr. Guerin pursuant to a liquidating distribution of New America Fund, Inc. in 1986.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in the Explanatory Note above is hereby incorporated by reference in response to this Item 4. The Common Stock held by the Guerin Foundation and the trusts for which Mr. Guerin serves as the trustee is held for investment purposes. The Guerin Foundation may make future sales of Common Stock to obtain cash for use in its charitable activities.
Mr. Guerin is a member of the board of directors of Daily Journal and, accordingly, Mr. Guerin may have influence over the corporate activity of Daily Journal, including activity which may relate to transactions described in subparagraphs (a) through (j) of this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
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(a)
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The information set forth in the Explanatory Note above is hereby incorporated by reference in response to this Item 5(a).
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(b)
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The information set forth in the Explanatory Note above is hereby incorporated by reference in response to this Item 5(b).
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(c)
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The information set forth in the Explanatory Note above is hereby incorporated by reference in response to this Item 5(c).
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(d)
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Not applicable.
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(e)
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Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
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(1)
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All calculations of percentage ownership in this Schedule 13D are based on 1,380,746 shares of Common Stock outstanding as of December 14, 2012, as reported in the Annual Report on Form 10-K for the fiscal year ended September 30, 2012, which was filed by Daily Journal with the Securities and Exchange Commission on December 14, 2012.
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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.
Dated: January 17, 2013