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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
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)
November 12, 1998
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
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SCHEDULE 13D
(AMENDMENT NO. 2)
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CUSIP NO. 591918 10 7 PAGE 2 OF 4 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) [X]
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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 ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF
7,715,609
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY None
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EACH SOLE DISPOSITIVE POWER
9
REPORTING
7,715,609
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
None
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,715,609
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12
[X]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
46.2%
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TYPE OF REPORTING PERSON*
14
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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AMENDMENT NO. 2 TO SCHEDULE 13D
The information contained in this Amendment No. 2 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 (i) the sale by the Reporting Person
of 263,158 shares of the Common Stock of Metro Networks, Inc. (the "Issuer") and
(ii) the gifts by the Reporting Person of an aggregate of 27,500 shares of the
Common Stock. This Amendment No. 2 supplements and amends information contained
in Item 5 of the Schedule 13D Statement, as amended (which was originally filed
on October 28, 1996). Except as otherwise defined herein, all capitalized terms
used in this Amendment No. 2 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 7,715,609
shares of Common Stock, constituting 46.2% 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
7,715,609 shares of Common Stock.
(c) (i) On November 4, 1998, the Reporting Person donated 7,500 shares
of Common Stock to the Endowment Fund of the Jewish Community of Houston.
(ii) On November 12, 1998, the Reporting Person exchanged 263,158
shares of Common Stock at a price of $38.875 per share for limited partnership
interests in a privately held investment limited partnership in a privately
negotiated transaction.
(iii) On November 23, 1998, the Reporting Person donated 20,000 shares
of Common Stock to the Endowment Fund of the Jewish Community of Houston.
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.
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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: December 5, 1998
/s/ David I Saperstein
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David I. Saperstein
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