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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
METRO NETWORKS, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
591918 10 7
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(CUSIP Number)
Gary L. Worobow, Esq.
Metro Networks, Inc.
681 Fifth Avenue, 10th Floor
New York, New York 10022
212-832-9500
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
June 5, 1997
-------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G the
acquisition which is the subject of this Schedule 13D, and is filing schedule
because of Rule 13d-1(b) (3) or (4), check the following box [_]
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SCHEDULE 13D
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CUSIP NO. 591918 10 7 PAGE 2 OF 6 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David I. Saperstein
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
PF/00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) OR 2(e)
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF 7,906,268
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
None
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 7,906,268
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,906,268
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
47.8%
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TYPE OF REPORTING PERSON*
14
IN
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2
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AMENDMENT NO. 1 TO SCHEDULE 13D
-------------------------------
The information contained in this Amendment No. 1 to the Schedule 13D
Statement is filed by David I. Saperstein (the "Reporting Person"), pursuant to
Rule 13d-2 of the General Rules and Regulations under the Securities Exchange
Act of 1934, as amended, in connection with the sale by the Reporting Person of
394,089 shares of the Common Stock of Metro Networks, Inc. (the "Issuer"). This
Amendment No. 1 supplements and amends information contained in Item 5 of the
Schedule 13D Statement (which was filed on October 28, 1996). Except as
otherwise defined herein, all capitalized terms used in this Amendment No. 1
have the meaning stated in the Schedule 13D Statement.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
-------------------------------------
Items 5(a), (b) and (c) are amended to read in their entirety as
follows:
(a) The Reporting Person beneficially owns an aggregate of 7,906,268
shares of Common Stock, constituting 47.8% of the total class.
The shares of Common Stock reported herein as beneficially owned by the
Reporting Person do not include an aggregate of 1,050,250 shares of Common Stock
held by the Trusts, the beneficiaries of which are the children of the Reporting
Person. The Reporting Person disclaims beneficial ownership of such shares. In
addition, the shares of Common Stock reported herein as beneficially owned by
the Reporting Person do not include the Preferred Stock owned by the Reporting
Person and pledged to the Issuer pursuant to the Issuer Loan agreement. The
Preferred Stock has not been included because it can only be converted into
Common Stock upon repayment of the Issuer Stock Loan. See Item 4 of the
Schedule 13D Statement.
(b) The Reporting Person has sole voting and dispositive power as to
7,906,268 shares of Common Stock.
(c) On June 5, 1997, the Reporting Person exchanged 394,089 shares of
Common Stock at a price of $25.375 per share for limited partnership interests
in a privately held investment limited partnership in a privately negotiated
transaction. Other than as provided herein, no transactions in the Common Stock
have been effected by the Reporting Person since the filing of the Schedule 13D
Statement.
3
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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: June 24, 1997
/s/ David I. Saperstein
--------------------------------
David I. Saperstein
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