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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 7, 1998
(February 24, 1998)
SFX ENTERTAINMENT, INC.
(Exact name of registrant as specified in charter)
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Delaware 333-43287 13-3977880
(State or Other Jurisdiction of (Commission File No.) (IRS Employer Identification No.)
Incorporation)
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650 Madison Avenue, 16th Floor, New York, New York 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 838-3100
N/A
(Former name or former address, if changed since last report)
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This Form 8-K/A amends the Form 8-K of SFX Entertainment, Inc.
(the "Company") filed on March 10, 1998 and supplies financial statements and
pro forma financial information regarding the acquisition of the following
businesses by the Company in February and March 1998: PACE Entertainment
Corporation, Pavilion Partners, Contemporary Group, Riverport Performing Art
Centre, SJS Entertainment Corporation, The Album Network, Inc., BG Presents,
Inc. and Concert/Southern Promotions.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
The following financial statements included at pages F-47 to F-135 of
Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (Reg.
No. 33343287) of the Company, filed with the Securities and Exchange Commission
on March 31, 1998, are incorporated herein by reference.
PACE ENTERTAINMENT CORPORATION AND SUBSIDIARIES
Report of Independent Public Accountants
Report of Independent Auditors
Consolidated Balance Sheets as of September 30, 1996 and 1997 and December 31,
1997 (unaudited)
Consolidated Statements of Operations for the years ended September 30, 1995,
1996 and 1997 and the three months ended December 31, 1996 and 1997 (unaudited)
Consolidated Statements of Shareholders' Equity for the years ended September
30, 1995, 1996 and 1997 and the three months ended December 31, 1997
(unaudited)
Consolidated Statements of Cash Flows for the years ended September 30, 1995,
1996 and 1997 and the three months ended December 31, 1996 and 1997 (unaudited)
Notes to Consolidated Financial Statements
PAVILION PARTNERS
Report of Independent Public Accountants
Report of Independent Accountants
Consolidated Balance Sheets as of September 30, 1996 and 1997 and December 31,
1997 (unaudited)
Consolidated Statements of Income for the year ended October 31, 1995, eleven
months ended September 30, 1996, the year ended September 30, 1997 and the
three months ended December 31, 1996 and 1997 (unaudited)
Consolidated Statements of Partners' Capital for the year ended October 31,
1995, eleven months ended September 30, 1996, the year ended September 30, 1997
and the three months ended December 31, 1997 (unaudited)
Consolidated Statements of Cash Flows for the year ended October 31, 1995,
eleven months ended September 30, 1996, the year ended September 30, 1997 and
the three months ended December 31, 1996 and 1997 (unaudited)
Notes to Consolidated Financial Statements
CONTEMPORARY GROUP
Report of Independent Auditors
Combined Balance Sheets as of December 31, 1996 and 1997
Combined Statements of Operations for the years ended December 31, 1996 and
1997
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Combined Statements of Cash Flows for the years ended December 31, 1996 and
1997
Combined Statements of Stockholders' Equity for the years ended December 31,
1996 and 1997
Notes to Consolidated Financial Statements
RIVERPORT PERFORMING ART CENTRE, JOINT VENTURE
Report of Independent Public Accountants
Balance Sheets as of December 31, 1997 and 1996
Statements of Income and Changes in Partners' Equity for the years ended
December 31, 1997 and 1996
Statements of Cash Flows for the years ended December 31, 1997 and 1996
Notes to Consolidated Financial Statements
SJS ENTERTAINMENT CORPORATION
Report of Independent Auditors
Combined Balance Sheets as of December 31, 1996 and 1997
Combined Statements of Operations and Retained Earnings for the years ended
December 31, 1996 and 1997
Combined Statements of Cash Flows for the years ended December 31, 1996 and
1997
Notes to Consolidated Financial Statements
THE ALBUM NETWORK, INC. AND AFFILIATED COMPANIES
Report of Independent Auditors
Combined Balance Sheets as of September 30, 1996 and 1997
Combined Balance Sheet as of December 31, 1997 (unaudited)
Combined Statements of Operations and Stockholders' Deficit for the years ended
September 30, 1996 and 1997
Combined Statement of Operations and Stockholders' Deficit for the three months
ended December 31, 1997 (unaudited)
Combined Statements of Cash Flows for the years ended September 30, 1996 and
1997
Combined Statement of Cash Flows for the three months ended December 31, 1997
(unaudited)
Notes to Combined Financial Statements
BG PRESENTS, INC. AND SUBSIDIARIES
Report of Independent Auditors
Consolidated Balance Sheets as of January 31, 1997 and 1998
Consolidated Statements of Operations for the years ended January 31, 1996,
1997 and 1998
Consolidated Statements of Cash Flows for the years ended January 31, 1996,
1997 and 1998
Consolidated Statements of Stockholders' Equity for the years ended January 31,
1996, 1997 and 1998
Notes to Consolidated Financial Statements
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CONCERT/SOUTHERN PROMOTIONS AND AFFILIATED COMPANIES
Report of Independent Auditors
Combined Balance Sheet as of December 31, 1997
Combined Statement of Operations for the year ended December 31, 1997
Combined Statement of Cash Flows for the year ended December 31, 1997
Combined Statement of Stockholders' Equity for the year ended December 31, 1997
Notes to Consolidated Financial Statements
(b) Pro Forma Financial Information
The pro forma financial information required to be supplied is
incorporated by reference to pages 59-73 of Post-Effective Amendment No. 1 to
the Registration Statement on Form S-1 (Reg. No. 333-43289) of the Company,
filed with the Securities and Commission on March 31, 1998.
(c) Exhibits
2.1 Stock Purchase Agreement, dated as of December 11, 1997,
among each of the shareholders of BG Presents, Inc. and BGP
Acquisition, LLC (incorporated by reference to Exhibit
10.19 to the Registration Statement on Form S-1
(Registration No. 333-43287) of SFX Entertainment, Inc.
filed with the Securities and Exchange Commission on
December 24, 1997).
2.2 Stock Purchase Agreement, dated as of December 12, 1997, by
and among PACE Entertainment Corporation, the holders of
the Common Stock of PACE Entertainment Corporation listed
on Exhibit 1 to the Stock Purchase Agreement and SFX
Entertainment, Inc. (incorporated by reference to Exhibit
10.23 to the Registration Statement on Form S-1
(Registration No. 333-43287) of SFX Entertainment, Inc.
filed with the Securities and Exchange Commission on
December 24, 1997).
2.3 Agreement and Plan of Merger and Asset Purchase Agreement,
dated as of December 10, 1997, by and among SFX
Entertainment, Inc., Contemporary Investments Corporation,
Contemporary Investments of Kansas, Inc., Continental
Entertainment Associates, Inc., Capital Tickets, LP,
Dialtix, Inc., Contemporary International Productions
Corporation, Steven F. Schankman Living Trust, dated
10/22/82, Irving P. Zuckerman Living Trust, dated 11/24/81,
Steven F. Schankman and Irving P. Zuckerman (incorporated
by reference to Exhibit 10.17 to the Registration Statement
on Form S-1 (Registration No. 333-43287) of SFX
Entertainment, Inc. filed with the Securities and Exchange
Commission on December 24, 1997).
2.4 Stock and Asset Purchase Agreement, dated as of December 2,
1997, by and among SFX Network Group, L.L.C., SFX
Entertainment, Inc., and Elias N. Bird, individually and as
Trustee under the Bird Family Trust u/d/o 11/18/92, Gary F.
Bird, individually and as Trustee under the Gary F. Bird
Corporation Trust u/d/o 2/4/94, Stephen R. Smith,
individually and as Trustee under the Smith Family Trust
u/d/o 7/17/89, June E. Brody, Steven A. Saslow and The
Network 40, Inc. (incorporated by reference to Exhibit
10.21 to the Registration Statement on Form S-1
(Registration No. 333-43287) of SFX Entertainment, Inc.
filed with the Securities and Exchange Commission on
December 24, 1997).
2.5 Purchase and Sale Agreement, dated as of December 15, 1997,
by and among Alex Cooley, S. Stephen Selig, III, Peter
Conlon, Southern Promotions, Inc., High Cotton, Inc.,
Cooley and Conlon Management, Inc., Buckhead Promotions,
Inc., Northern Exposure, Inc., Pure Cotton, Inc.,
Interfest, Inc., Concert/Southern Chastain Promotions Joint
Venture, Roxy Ventures Joint Venture and SFX Concerts, Inc.
(incorporated by
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reference to Exhibit 10.22 to the Registration Statement on
Form S-1 (Registration No. 333-43287) of SFX Entertainment,
Inc. filed with the Securities and Exchange Commission on
December 24, 1997)
2.6 Purchase Agreement, dated as of December 19, 1997, by and
among SM/PACE, Inc., PACE Entertainment Corporation,
Charlotte Amphitheater Corporation, The Westside
Amphitheater Corporation and Viacom Inc. (incorporated by
reference to Exhibit 10.28 to the Registration Statement on
Form S-1 (Reg. No. 333-43287) of SFX Entertainment, Inc.
filed with the Securities and Exchange Commission on
January 22, 1998).
2.7 Letter Purchase Agreement, dated as of December 22, 1997,
by and among SM/PACE, Inc., YM Corp. and PACE Entertainment
Corporation (incorporated by reference to Exhibit 10.29 to
the Registration Statement on Form S-1 (Reg. No. 333-43287)
of SFX Entertainment, Inc. filed with the Securities and
Exchange Commission on January 22, 1998).
3.1 Certificate of Amendment to the Certificate of
Incorporation of SFX Entertainment, Inc., as filed with the
Secretary of State of the State of Delaware on February 25,
1998 (incorporated by reference to Exhibit 3.1 to the Form
8-K of SFX Entertainment, Inc. filed with the Securities
and Exchange Commission on March 10, 1998).
3.2 Certificate of Designation relating to the Series A
Preferred Stock of SFX Entertainment, Inc., as filed with
the Secretary of State of the State of Delaware on February
27, 1998 (incorporated by reference to Exhibit 3.2 to the
Form 8-K of SFX Entertainment, Inc. filed with the
Securities and Exchange Commission on March 10, 1998).
4.1 Indenture, dated February 11, 1998, by and among SFX
Entertainment, Inc., certain of its subsidiaries and The
Chase Manhattan Bank (incorporated by reference to Exhibit
10.2 to the Form 8-K of SFX Broadcasting, Inc. (Commission
File No. 0-22486) filed with the Securities and Exchange
Commission on February 18, 1998).
10.1 Registration Rights Agreement, dated as of February 11,
1998, relating to the 9 1/8% Senior Subordinated Notes due
2998 of SFX Entertainment, Inc., by and among SFX
Entertainment, Inc., the subsidiaries of SFX Entertainment
named therein, Lehman Brothers Inc., Goldman, Sachs & Co.,
BNY Capital Markets, Inc. and ING Barings (incorporated by
reference to Exhibit 10.3 to the Form 8-K of SFX
Broadcasting, Inc. (Commission File No. 0-22486) filed with
the Securities and Exchange Commission on February 18,
1998).
10.2 Credit and Guarantee Agreement, dated as of February 26,
1998, by and among SFX Entertainment, the Subsidiary
Guarantors party thereto, the Lenders party thereto,
Goldman Sachs Credit Partners, L.P., as co-documentation
agent, Lehman Commercial Paper Inc., as co-documentation
agent, and The Bank of New York, as administrative agent
(incorporated by reference to Exhibit 10.2 to the Form 8-K
of SFX Entertainment, Inc. filed with the Securities and
Exchange Commission on March 10, 1998).
10.3 Purchase Agreement, dated February 5, 1998, relating to the
9 1/8% Senior Subordinated Notes due 2008 of SFX
Entertainment, Inc., by and among SFX Entertainment, Inc.,
Lehman Brothers Inc., Goldman, Sachs & Co., BNY Capital
Markets, Inc. and ING Barings (incorporated by reference to
Exhibit 10.4 to the Form 8-K of SFX Entertainment, Inc.
filed with the Securities and Exchange Commission on March
10, 1998).
99.1 Financial statements contained on pages F-47 to F-135 of
the Post-Effective Amendment No. 1 to Form S-1 Registration
Statement of SFX Entertainment (Reg. No. 333-43287), filed
with the Commission on March 31, 1998 (incorporated by
reference thereto).
99.2 Pro forma financial information contained on pages 59-73 of
the Post-Effective Amedment No. 1 to Form S-1 Registration
Statement of SFX Entertainment (Reg. No. 333-43287), filed
with the Commission on March 31, 1998 (incorporated by
reference thereto).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
SFX ENTERTAINMENT, INC.
By: /s/ Howard J. Tytel
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Name: Howard J. Tytel
Title: Executive Vice President
Date: April 7, 1998
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