<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 13, 1999
REGISTRATION NO. 333-72275
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
SFX ENTERTAINMENT, INC.
(Exact Name of Registrant and its Guarantor Subsidiaries* as Specified in its
Charter)
(* A complete list is set forth on the following pages)
<TABLE>
<S> <C> <C>
DELAWARE 7922 13-3977880
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization*) Classification Code Number*) Identification Number*)
----------------
</TABLE>
650 MADISON AVENUE, 16TH FLOOR
NEW YORK, NEW YORK 10022
(212) 838-3100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
----------------
ROBERT F.X. SILLERMAN, EXECUTIVE CHAIRMAN
SFX ENTERTAINMENT, INC.
650 MADISON AVENUE, 16TH FLOOR
NEW YORK, NEW YORK 10022
(212) 838-3100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
----------------
COPY OF ALL COMMUNICATIONS TO:
AMAR BUDARAPU, ESQ. DANIEL A. NINIVAGGI, ESQ.
BAKER & MCKENZIE WINSTON & STRAWN
1200 SMITH STREET, SUITE 1200 200 PARK AVENUE
HOUSTON, TEXAS 77002 NEW YORK, NEW YORK 10166
(713) 427-5000 (212) 294-6700
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE>
TABLE OF ADDITIONAL REGISTRANTS
Unless specified otherwise, the mailing address and phone number of the
additional registrants, each of which is a guarantor subsidiary, is c/o SFX
Entertainment, Inc., 650 Madison Avenue, 16th Floor, New York, New York 10022;
(212) 838-3100. The agent for service for the additional registrants is Howard
J. Tytel, c/o SFX Entertainment, Inc., 650 Madison Avenue, 16th Floor, New
York, New York 10022. The primary standard industry classification number for
all registrants is 7922.
<TABLE>
<CAPTION>
STATE OR OTHER I.R.S.
JURISDICTION OF EMPLOYER
INCORPORATION OR IDENTIFICATION
NAME, ADDRESS, TELEPHONE NUMBER ORGANIZATION NUMBER
- ---------------------------------------------------------- ------------------ ---------------
<S> <C> <C>
AKG, Inc. (1) ............................................ California 94-2628377
American Artists, Inc. ................................... Massachusetts 04-2830220
American Artists Limited, Inc. ........................... Massachusetts 04-3178589
American Broadway, Inc. (2) .............................. Texas 76-0475585
Amphitheater Entertainment Partnership ................... Delaware pending
Ant Theatrical Productions, Inc. ......................... New York pending
Ardee Festivals N.J., Inc. ............................... Delaware 13-3933969
Atlanta Concerts, Inc. ................................... Delaware 13-3969854
Audrey & Jane, Inc. ...................................... California 95-4308177
Avalon Acquisition Corp. ................................. Delaware 13-4008946
Beach Concerts, Inc. ..................................... New York 13-3155946
BG Presents, Inc. (1) .................................... California 68-0320084
BGP Acquisition, L.L.C. .................................. Delaware pending
BGP Denver, Inc. ......................................... Delaware 13-4027214
Bill Graham Enterprises, Inc. (1) ........................ California 94-1734238
Bill Graham Management, Inc. (1) ......................... California 94-3129254
Bill Graham Presents, Inc. (1) ........................... California 94-1650714
Boston Playhouse Realty, Inc. ............................ Massachusetts 04-3279825
Boylston Street Theatre Corp. ............................ Massachusetts 04-3094563
Broadway Concerts, Inc. .................................. New York 13-3748971
Broadway Series Associates, Inc. ......................... Indiana 61-1297704
Broadway Series Management Group, Inc. ................... Ohio 31-1246380
Camarillo Amphitheater Managing Partners, Inc. ........... California 95-4540816
Cheva Touring Company .................................... Florida 65-0849218
Concert Productions (UK) Limited ......................... United Kingdom N/A
Concerts, Inc. (3) ....................................... Nevada 86-0871933
Conn Ticketing Company ................................... Connecticut 06-1450528
Connecticut Amphitheater Development Corporation ......... Connecticut 06-1416442
Connecticut Concerts Incorporated ........................ Connecticut 13-3748975
Connecticut Performing Arts Partners ..................... Connecticut 06-1420929
Connecticut Performing Arts, Inc. ........................ Connecticut 06-1411118
Contemporary Group Acquisition Corp. ..................... Delaware 13-3991262
Contemporary Group, Inc. (4) ............................. Missouri 43-1701968
Contemporary Marketing, Inc. (4) ......................... Missouri 43-1248261
Contemporary Productions Incorporated (4) ................ Missouri 43-1243654
Contemporary Sports Incorporated (4) ..................... Missouri 43-1245258
Cooley and Conlon Management Co. ......................... Georgia 58-1762653
Deer Creek Amphitheater Concerts, L.P. ................... Delaware 13-3951407
Deer Creek Amphitheater Concerts, Inc. ................... Delaware 13-3951407
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
STATE OR OTHER I.R.S.
JURISDICTION OF EMPLOYER
INCORPORATION OR IDENTIFICATION
NAME, ADDRESS, TELEPHONE NUMBER ORGANIZATION NUMBER
- --------------------------------------------------------- ------------------ ---------------
<S> <C> <C>
Delsener/Slater Enterprises, Ltd. ....................... New York 13-2560412
DiCesare-Engler, Inc. ................................... Pennsylvania 25-1474385
DiCesare-Engler Promotions, Inc. ........................ Pennsylvania 25-1523877
DLC Corp. (f/k/a DLC Acquisition Corp.) ................. Delaware 13-4006444
DLC Funding Corp. ....................................... Delaware 13-4027213
Dumb Deal, Inc. ......................................... New York 13-2892073
Eagle Eye Entertainment Inc. ............................ Ontario, Canada 894241835
Eagle Eye Entertainment USA Inc. ........................ Delaware pending
EMI Acquisition Sub, Inc. ............................... Delaware 13-4006445
Entertainment Performing Arts, Inc. (2) ................. Texas 76-0297763
Event Merchandising, Inc. ............................... California 52-2062536
Exit 116 Revisited, Inc. ................................ New Jersey 13-3886101
Falk Associates Management Enterprises, Inc. ............ Delaware 36-3810092
Financial Advisory Management Enterprises, Inc. ......... Delaware 54-1621608
Festival Productions, Inc. (2) .......................... Texas 74-1975839
Fillmore Corporation (1) ................................ Delaware 94-1687122
Fillmore Fingers, Inc. (1) .............................. California 94-2998317
Financial Advisory Management Enterprises, Inc. ......... Delaware 54-1621608
Gershwins' Fascinating Rhythm ........................... Florida 65-0865107
Grand Slam Sports Marketing, Inc. ....................... Florida 65-0265329
GSAC Partners ........................................... Delaware 76-051636
High Cotton, Inc. ....................................... Georgia 58-1802140
In House Tickets, Inc. .................................. New York 13-3077977
International Music (Canada) Inc. ....................... Ontario, Canada N/A
International Music Ltd. ................................ Bermuda N/A
International Music Tour II Ltd. ........................ Bermuda N/A
International Music Tour I Ltd. ......................... Bermuda N/A
International Music Tour II (USA) Inc. .................. Delaware 13-3921456
International Music Tour I (USA) Inc. ................... Delaware 13-3921455
International Music (USA) Inc. .......................... Delaware 13-3921454
Irvine Meadows Amphitheater ............................. California 95-3589576
Irving Plaza Concerts, Inc. ............................. Delaware 13-3938355
Jefko Touring Company ................................... New York 22-3495975
Magicworks Concerts, Inc. ............................... Florida 31-1528922
Magicworks Entertainment Asia Limited ................... Hong Kong N/A
Magicworks Entertainment Incorporated ................... Delaware 87-0425513
Magicworks Entertainment International, Inc. ............ Florida 65-0394100
Magicworks Exhibitions Joint Venture .................... Florida 65-0868670
Magicworks Exhibitions, Inc. ............................ Florida 65-0855062
Magicworks Fashion Management, Inc. ..................... Florida 13-4036641
Magicworks Merchandising, Inc. .......................... Florida 65-0054981
Magicworks Sports Management, Inc. ...................... Florida 65-0761899
Magicworks Theatricals, Inc. ............................ Ohio 34-1461096
Magicworks Transportation, Inc. ......................... Florida 65-0802722
Magicworks West, Inc. ................................... Florida 83-0244891
Marco Entertainment, Inc. ............................... D.C. 52-1092929
Melody Tent and Amphitheater, Inc. ...................... Pennsylvania 25-1567915
</TABLE>
ii
<PAGE>
<TABLE>
<CAPTION>
STATE OR OTHER I.R.S.
JURISDICTION OF EMPLOYER
INCORPORATION OR IDENTIFICATION
NAME, ADDRESS, TELEPHONE NUMBER ORGANIZATION NUMBER
- --------------------------------------------------------- ------------------ ---------------
<S> <C> <C>
Murat Center Concerts, Inc. ............................. Delaware 13-3948205
Murat Center Concerts, L.P. ............................. Delaware 13-3951403
New Avalon, Inc. ........................................ California 95-3779054
NOC, Inc. ............................................... Connecticut 13-3738288
Northeast Ticketing Company ............................. Connecticut 06-1450528
Oakdale Theater Concerts, Inc. .......................... Delaware 13-3997242
Old PCI, Inc. (2) ....................................... Texas 76-0392584
PACE AEP Acquisition, Inc. (2) .......................... Texas 01-477749
PACE (UK) (2) ........................................... United Kingdom N/A
PACE Amphitheater Management, Inc. (2) .................. Texas 76-0474961
PACE Amphitheatres, Inc. (2) ............................ Texas 76-0250531
PACE Bayou Place, Inc. (2) .............................. Texas 76-0543571
PACE Communications, Inc. (2) ........................... Texas 76-0545041
PACE Concerts, Ltd. (2) ................................. Texas 76-0522083
PACE Concerts GP, Inc. (2) .............................. Texas 76-0522081
PACE Entertainment Corporation (2) ...................... Texas 74-1545442
PACE Entertainment Group, Ltd. (2) ...................... Texas 76-0522084
PACE Entertainment GP Corp. (2) ......................... Texas 76-0522082
PACE Milton Keynes, Inc. (2) ............................ Texas 76-0412384
PACE Motor Sports, Inc. (2) ............................. Texas 74-1990536
PACE Music Group, Inc. (2) .............................. Texas 76-0108294
PACE Productions, Inc. (2) .............................. Texas 76-0287817
PACE Theatrical Group, Inc. (2) ......................... Texas 76-0235495
PACE Touring, Inc. (2) .................................. Texas 76-0406630
PACE U.K. Holding Corporation (2) ....................... Texas 76-0412383
PACE Variety Entertainment, Inc. (2) .................... Texas 76-0546383
Pavilion Partners ....................................... Delaware 76-0306688
PEC, Inc. (3) ........................................... Nevada 86-0871934
Performing Arts Management of North Miami, Inc. ......... Florida 65-0245800
Polaris Amphitheater Concerts, Inc. ..................... Delaware 13-3948206
PTG-Florida, Inc. (5) ................................... Texas 58-1812340
QN Corp. ................................................ Connecticut pending
Rugrats American Tour, Ltd. ............................. Texas 76-0547132
SFX Acquisition Corp. ................................... Delaware pending
SFX Concerts of the Midwest, Inc. ....................... Delaware 13-3950590
SFX Concerts, Inc. ...................................... Delaware 13-3909179
SFX Delaware, Inc. ...................................... Delaware 13-3931550
SFX Network Group, L.L.C. ............................... Delaware N/A
SFX Sports Group, Inc. .................................. Delaware 13-4006446
SFX Touring, Inc. ....................................... Delaware 13-3993989
Shelli Meadows, Inc. .................................... California 95-4291320
Shoreline Amphitheatre, Ltd. (1) ........................ California 94-2997795
Shoreline Amphitheatre Partners (1) ..................... California 94-2997214
SFX Radio Network, Inc. ................................. Pennsylvania 23-2828323
SM/PACE, Inc. (2) ....................................... Texas 74-1855786
Southeast Ticketing Company ............................. Connecticut 06-1450527
</TABLE>
iii
<PAGE>
<TABLE>
<CAPTION>
STATE OR OTHER I.R.S.
JURISDICTION OF EMPLOYER
INCORPORATION OR IDENTIFICATION
NAME, ADDRESS, TELEPHONE NUMBER ORGANIZATION NUMBER
- ----------------------------------------------------- ------------------ ---------------
<S> <C> <C>
Southern Promotions, Inc. ........................... Georgia 58-1421506
STEP Entertainment Services, Inc. ................... Canada N/A
Sunshine Concerts, L.L.C. ........................... Delaware 13-3951409
Sunshine Designs, L.P. .............................. Delaware 13-3951402
Sunshine Designs, Inc. .............................. Delaware 13-3948203
Suntex Acquisition, Inc. ............................ Delaware 13-3948208
Suntex Acquisition, L.P. ............................ Delaware 13-3951401
TAP Productions, Inc. ............................... Massachusetts 04-3178590
TBA Media, Inc. ..................................... California 95-3934091
Tennis Events, Inc. ................................. Florida 65-0646993
The Album Network, Inc. (6) ......................... California 93-3297803
The Gin Touring Company ............................. Florida 65-0825687
The Wedding Tour Company ............................ Texas 76-0548668
Ticket Service, Inc. ................................ Pennsylvania 25-1557403
Touring Artists Group, Inc. ......................... Florida 65-0394104
Touring Artists Group, Inc. ......................... Ohio 34-1708075
Touring Productions, Inc. (2) ....................... Texas 76-0161212
Tremont Street Theatre Corporation II, Inc. ......... Massachusetts 04-3279828
Tuneful Company, Inc. (2) ........................... Texas 34-1708075
Warrenton Street Theatre Corp. ...................... Massachusetts 13-3749267
West Coast Amphitheater Corp. ....................... California 95-4645319
Westbury Music Fair, L.L.C. ......................... Delaware 13-3984613
Western Amphitheater Partners ....................... California 76-0541785
Wolfgang Records (1) ................................ California 94-3223917
</TABLE>
- ----------
The mailing addresses and phone numbers for the additional registrants are as
follows:
(1) 260 Fifth Avenue, San Francisco, California 94142; (415) 541-0800.
(2) 515 Post Oak Boulevard, Suite 300, Houston, Texas 77027; (713) 693-8600.
(3) 1325 Airmotive Way, Suite 130, Reno, Nevada 89502; (702) 322-2221.
(4) 1401 South Brentwood Boulevard, St. Louis, Missouri 63144; (314)
962-4000.
(5) 100 South Biscayne Boulevard, Suite 1200, Miami, Florida 33131; (305)
379-2700.
(6) 120 North Victory Boulevard, 3rd Floor, Burbank, California 91502; (818)
955-4000.
iv
<PAGE>
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. WE MAY NOT SELL THE NEW NOTES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL THE NEW NOTES, AND IT IS NOT SOLICITING AN OFFER TO BUY
THE NEW NOTES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED APRIL 13, 1999
PROSPECTUS
[GRAPHIC OMITTED]
OFFER TO EXCHANGE ALL
OUTSTANDING 91/8% SENIOR SUBORDINATED NOTES DUE 2008
$200,000,000 PRINCIPAL AMOUNT
FOR
REGISTERED 91/8% SENIOR SUBORDINATED NOTES DUE 2008
$200,000,000 PRINCIPAL AMOUNT
We are offering you the opportunity to exchange your 91/8% Senior Subordinated
Notes due 2008 for our new 91/8% Senior Subordinated Notes due 2008 that are
registered under the Securities Act of 1933 in the exchange offer. Your Old
Notes are not registered under the Securities Act of 1933. Exchanging your Old
Notes for New Notes will provide you with notes that may be easier to sell and
transfer.
Material terms of the exchange offer:
o EXPIRATION. The exchange offer will expire at 5:00 p.m., New York City
time, on May , 1999, unless we extend it.
o EXCHANGE. We will exchange all outstanding Old Notes that are validly
tendered and not validly withdrawn before the exchange offer expires.
o TERMS OF THE NOTES. The terms of the New Notes are substantially
identical to the Old Notes, except that the New Notes are registered
under the Securities Act of 1933. Certain transfer restrictions and
registration rights relating to the Old Notes do not apply to the New
Notes.
o WITHDRAWAL RIGHTS. You may withdraw tenders of Old Notes at any time
before the exchange offer expires.
o TAX CONSEQUENCES. We believe that the exchange of notes will not be a
taxable event for U.S. federal income tax purposes, but you should see
"United States Federal Tax Considerations" on page for more
information.
o USE OF PROCEEDS. We will not receive any proceeds from the exchange
offer.
o TRADING. There is no existing market for the New Notes and we will not
apply to list them on any securities exchange.
SEE "RISK FACTORS" BEGINNING ON PAGE 12 FOR A DISCUSSION OF CERTAIN RISKS
THAT YOU SHOULD CONSIDER BEFORE YOU TENDER YOUR OLD NOTES AND PARTICIPATE IN
THIS EXCHANGE OFFER.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the New Notes or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.
This prospectus is dated April , 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
THIS PROSPECTUS INCORPORATES BY REFERENCE DOCUMENTS AND IMPORTANT BUSINESS
AND FINANCIAL INFORMATION ABOUT SFX THAT IS NOT INCLUDED IN OR DELIVERED WITH
THIS PROSPECTUS. THESE DOCUMENTS ARE AVAILABLE WITHOUT CHARGE UPON REQUEST FROM
THE DIRECTOR OF INVESTOR RELATIONS OF SFX ENTERTAINMENT, INC., 650 MADISON
AVENUE, 16TH FLOOR, NEW YORK, NEW YORK 10022, TELEPHONE NUMBER (212) 838-3100.
TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY [5
BUSINESS DAYS PRIOR TO EXPIRATION DATE] , 1999.
We are subject to the informational requirements of the Securities
Exchange Act of 1934 and file periodic reports, registration statements and
other information with the Securities and Exchange Commission. You may inspect
and copy the registration statement on Form S-4, including exhibits, and our
periodic reports, registration statements and other information filed with the
Commission at the public reference facilities maintained by the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and
at the Commission's regional offices located at 7 World Trade Center, New York,
New York 10048 and at Citicorp Center, 500 West Madison Street (Suite 1400),
Chicago, Illinois 60661. You may obtain copies from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Please call the Commission at 1-800-SEC-0330 for more
information on the public reference rooms. The Commission also maintains a Web
site at http://www.sec.gov which contains our reports, registration statements
and proxy and information statements and other information.
We have filed with the Commission a registration statement on Form S-4
under the Securities Act with respect to our offering of New Notes. This
prospectus, which constitutes part of the registration statement, does not
contain all of the information in the registration statement on Form S-4. You
will find additional information about us and the New Notes in the registration
statement on Form S-4. All statements made in this prospectus concerning the
provisions of legal documents are not necessarily complete and you should read
the documents which are filed as exhibits to the registration statement or
otherwise filed by us with the Commission.
We "incorporate by reference" into this prospectus the information we file
with the Commission, which means that we can disclose important information to
you by referring you to those documents. The information incorporated by
reference is an important part of this prospectus and information that we file
subsequently with the Commission will automatically update and supersede this
prospectus. We have filed our Annual Report on Form 10-K for the year ended
December 31, 1998 with the Commission and it is incorporated in this prospectus
by reference. All reports and documents we subsequently file with the
Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this prospectus and prior to the termination of this
offering, shall be incorporated by reference into this prospectus and deemed to
be part of this prospectus from the date of the filing of such reports and
documents.
You should not assume that the information in this prospectus is accurate
as of any date other than the date of this prospectus, or the respective dates
of those documents we incorporate herein by reference, regardless of the time
of delivery of this prospectus. You should rely on the information incorporated
by reference or provided in this prospectus. We have not authorized anyone else
to provide you with different information.
If we are not required to be subject to the reporting requirements of the
Exchange Act in the future, we will be required under the indenture for the New
Notes to continue to file with the Commission and to furnish to holders of the
New Notes the information, documents and other reports specified in Sections 13
and 15(d) of the Exchange Act.
<PAGE>
PROSPECTUS SUMMARY
This summary highlights selected information from this prospectus and does
not contain all of the information that is important to you. We encourage you
to read all of the information in this prospectus carefully, including the
"Risk Factors" section, before you exchange your Old Notes. Unless otherwise
indicated, all references in this prospectus to "SFX," "Company," "we," "us,"
or "our" mean SFX Entertainment, Inc., including the entities acquired by SFX
and its subsidiaries. The pro forma information contained in this prospectus
gives effect to our 1998 and 1999 acquisitions and related financings as if
they had occurred on January 1, 1998.
SFX
We are the world's largest diversified promoter, producer and venue
operator for live entertainment events. Our major areas of focus within the
live entertainment industry include music, theater, sports and family
entertainment. We believe that our leadership position in the industry enhances
our ability to maximize ancillary revenue opportunities, including corporate
sponsorship sales, advertising, concession sales and product merchandising. For
the year ended December 31, 1998, we had pro forma net revenue of approximately
$1.3 billion, assuming all of our 1998 and 1999 acquisitions described in our
Form 10-K for the year ended December 31, 1998 were completed as of January 1,
1998.
We own, partially or entirely, and/or operate 82 venues, constituting the
largest network of venues in the United States used principally for music
concerts and other live entertainment events. As a venue owner/operator, we
book and promote events in the venues that we control. We have 16 amphitheaters
in the top 10 markets, and own and/or operate venues in 31 of the top 50
markets overall. We also develop and manage touring Broadway shows, selling
subscription series in 38 markets.
During 1998, giving effect to our 1998 and 1999 acquisitions,
approximately 37 million people attended approximately 13,200 events promoted
and/or produced by us, including approximately 6,250 music concerts, 5,800
theatrical shows, over 800 family entertainment shows and over 350 specialized
motor sports shows.
Our principal objectives are to maximize revenue and cash flow growth
opportunities by owning and/or operating leading live entertainment venues,
being a leading promoter and producer of live entertainment events and a
leading provider of talent representation services.
Since our formation in December 1997, we have pursued an aggressive
acquisition strategy, completing in excess of 20 acquisitions. We recently
acquired The Marquee Group, Inc., the Cellar Door group of companies, interests
in seven venues and other assets from entities controlled by members of the
Nederlander family, and certain other acquisitions. We are currently
negotiating additional acquisitions of live entertainment and related
businesses.
The address and telephone number of our principal executive offices are:
650 Madison Avenue, 16th Floor, New York, New York 10022; (212) 838-3100.
1
<PAGE>
THE EXCHANGE OFFER
The Exchange Offer.......... We are offering to exchange up to $200,000,000
aggregate principal amount of our new 91/8%
Senior Subordinated Notes due 2008, or New Notes,
which have been registered under the Securities
Act of 1933, for a like amount of our outstanding
91/8% Senior Subordinated Notes due 2008, or Old
Notes, which we issued on November 25, 1998 in a
private offering. To exchange your Old Notes, you
must properly tender them and we must accept
them.
Expiration Date............. The exchange offer expires at 5:00 p.m., New
York City time, on May , 1999, unless we extend
it.
Withdrawal Rights........... You may withdraw the tender of your Old Notes
at any time before 5:00 p.m., New York City time,
on the expiration date. If we decide for any
reason not to accept any Old Notes for exchange,
we will return your Old Notes without expense to
you promptly after the expiration or termination
of the exchange offer.
Conditions to the Exchange
Offer...................... The exchange offer is subject to customary
conditions, some of which we may waive. We
reserve the right to terminate and amend the
exchange offer at any time if any such condition
occurs before the expiration date.
Interest Payments........... The New Notes will bear interest from December
1, 1998. If we accept your Old Notes for
exchange, then you will waive all interest
accrued but not paid on such Old Notes.
Procedures for Tendering Old
Notes...................... If you are a holder of Old Notes who wishes to
accept the exchange offer for New Notes:
o you must complete, sign and date the
accompanying Letter of Transmittal, or a
facsimile thereof;
o arrange for The Depository Trust Company to
transmit certain required information to the
exchange agent in connection with a
book-entry transfer; or
o mail or otherwise deliver such
documentation, together with your Old Notes,
to the exchange agent at the address set
forth under "The Exchange Offer--Exchange
Agent."
2
<PAGE>
Do not send Letters of Transmittal and
certificates representing Old Notes to us.
By tendering your Old Notes in this manner, you
will be representing, among other things, that:
o the New Notes you acquire pursuant to the
exchange offer are being acquired in the
ordinary course of your business;
o you are not participating, do not intend to
participate, and have no arrangement or
understanding with any person to participate,
in the distribution of the New Notes issued
to you in the exchange offer; and
o you are not an "affiliate" of ours.
Special Procedures for
Beneficial Owners.......... If you are a beneficial owner whose Old Notes
are registered in the name of a broker, dealer,
commercial bank, trust company or other nominee
and wish to tender your Old Notes in the exchange
offer, please contact the registered owner as
soon as possible and instruct it to tender on
your behalf. If you wish to tender on your own
behalf, you must, prior to completing and
executing the Letter of Transmittal and
delivering your Old Notes, either arrange to have
your Old Notes registered in your name or obtain
a properly completed bond power from the
registered holder. The transfer of registered
ownership may take considerable time.
Guaranteed Delivery
Procedures.................. If you wish to tender your Old Notes and time
will not permit your required documents to reach
the exchange agent by the expiration date, or the
procedure for book-entry transfer cannot be
completed on time, you may tender your Old Notes
according to the guaranteed delivery procedures
set forth in "The Exchange Offer--Procedures for
Tendering Notes."
Appraisal or
Dissenters' Rights......... Owners of Old Notes do not have any appraisal or
dissenters' rights in the exchange offer.
Consequences of Not Exchanging
Old Notes.................. If you do not tender your Old Notes or we
reject your tender, you will not be entitled to
any further registration rights or exchange
rights, except under limited circumstances, and
your Old Notes will continue to be subject to
certain restrictions on transfer. However, your
Old Notes will remain outstanding and entitled to
the benefits of the indenture governing them.
3
<PAGE>
Resales..................... We believe that you can offer for resale,
resell or otherwise transfer the New Notes
without complying with further registration and
prospectus delivery requirements of the
Securities Act if you make the representations
described above under "Procedures for Tendering
Old Notes."
If you are unable to make any of such
representations and you transfer any New Notes
without delivering a proper prospectus or
without qualifying for a registration exemption,
you may incur liability under the Securities Act
and applicable state securities laws. We will
not assume or indemnify you against such
liability.
Federal Tax Consequences.... Your exchange of Old Notes for New Notes
pursuant to the exchange offer generally will not
result in any gain or loss to you for United
States federal income tax purposes. For more
information, see "United States Federal Tax
Considerations."
Use of Proceeds............. We will receive no proceeds from the exchange
offer. We will pay all of our expenses related to
the exchange offer.
Exchange Agent.............. ChaseMellon Shareholder Services, L.L.C. is the
exchange agent for the exchange offer.
4
<PAGE>
SUMMARY DESCRIPTION OF THE NEW NOTES
The form and terms of the New Notes are substantially identical as the
form and terms of the Old Notes, except that the New Notes are registered under
the Securities Act. As a result, the New Notes do not bear legends restricting
their transfer and are not subject to the registration rights and liquidated
damage provisions relating to the Old Notes, except in limited circumstances.
The New Notes represent the same debt as the Old Notes. Both the Old Notes and
the New Notes are governed by the same indenture.
Securities Offered.......... $200,000,000 principal amount of our new 91/8%
Senior Subordinated Notes due 2008.
Maturity.................... December 1, 2008.
Interest Payment Dates...... June 1 and December 1, beginning June 1, 1999.
Subsidiary Guarantors....... Each guarantor is our subsidiary. However, not
all of our subsidiaries are guarantors of the New
Notes. If we cannot make payments on the New
Notes when they are due, the subsidiary
guarantors must make them instead.
Ranking..................... The New Notes and the subsidiary guarantees:
o are senior subordinated debts;
o are general unsecured obligations of ours;
o rank behind all of our existing and future
senior debt, and ahead or even with all of
our other debt; and
o rank even with our 91/8% Senior Subordinated
Notes due February 1, 2008.
Assuming we had completed the exchange of the
New Notes for the Old Notes on December 31,
1998, the New Notes and the subsidiary
guarantees:
o would have been subordinated to $234.1
million of senior debt; and
o would have ranked equally with $350.0
million of other senior subordinated debt.
Optional Redemption......... On or after December 1, 2003, we may redeem at
our option some or all of the New Notes at any
time at the redemption prices listed in the
section "Description of the New Notes--Optional
Redemption."
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<PAGE>
Before December 1, 2001, we may redeem up to
$70.0 million of the New Notes with the proceeds
of certain public offerings of our equity at the
redemption price listed in the section
"Description of the New Notes--Optional
Redemption."
Mandatory Redemption........ If we sell certain assets or experience
specific kinds of changes of control, we must
offer to repurchase your New Notes at 101% of the
principal amount plus accrued interest through
the repurchase date. For more information, see
"Description of the New Notes-- Repurchase at the
Option of Holders--Change of Control."
Certain Covenants........... The indenture covering the notes contains
covenants that, among other things, restrict our
ability and the ability of our subsidiaries to:
o borrow money;
o sell assets;
o pay dividends on stock or purchase stock;
o make certain payments or investments;
o use assets as security in other
transactions; and
o sell or transfer certain assets or merge
with or into other companies.
For more information on covenants, see
"Description of the New Notes--Certain
Covenants."
RISK FACTORS
You should consider carefully all of the information set forth in this
prospectus and, in particular, the specific factors set forth under "Risk
Factors" before deciding to tender your Old Notes and participate in the
exchange offer.
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<PAGE>
SELECTED COMBINED FINANCIAL DATA
The Selected Combined Financial Data of SFX includes the historical
consolidated financial statements of Delsener/Slater and affiliated companies,
the predecessor of SFX, for each of the three years ended December 31, 1996 and
the historical consolidated financial statements of SFX for each of the years
ended December 31, 1997 and 1998. The financial information has been derived
from the audited and unaudited financial statements of SFX and Delsener/Slater,
and should be read in conjunction therewith.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
(IN THOUSANDS, EXCEPT PER SHARE AND RATIO AMOUNTS)
-----------------------------------------------------------------------
PREDECESSOR
---------------------------------------
1994 1995 1996 1997 1998
------------- ---------- ---------- ------------ --------------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue ............................................ $92,785 $47,566 $ 50,362 $ 96,144 $ 884,286
Cost of revenue .................................... 83,361 39,691 41,584 73,881 678,756
Selling, general & administrative expenses ......... 7,237 7,487 9,102 9,536 111,748
Depreciation & amortization (1) .................... 755 750 747 5,431 62,197
Corporate expenses (2) ............................. -- -- -- 2,206 11,194
Non-cash charges ................................... -- -- -- -- 34,051
Non-recurring charges .............................. -- -- -- -- 5,600
------- ------- -------- --------- ----------
Operating income (loss) ............................ 1,432 (362) (1,071) 5,090 (19,260)
Interest expense ................................... (144) (144) (60) (1,590) (50,759)
Other income, net .................................. 138 178 198 295 2,455
Equity income (loss) from investments .............. (9) 488 524 509 4,630
--------- ------- -------- --------- ----------
Income (loss) before income taxes .................. 1,417 160 (409) 4,304 (62,934)
Provision for income taxes ......................... 5 13 106 490 3,000
-------- ------- -------- --------- ----------
Net income (loss) .................................. $1,412 $ 147 $ (515) $ 3,814 $ (65,934)
======== ======= ======== ========= ==========
Net income (loss) per common share ................. $ .26 $ (2.75)
========= ==========
OTHER OPERATING DATA:
EBITDA (3) ......................................... $2,187 $ 388 $ (324) $ 10,521 $ 42,937
======== ======= ======== ========= ==========
Ratio of earnings to fixed charges (4) ............. 4.6x 1.4x -- 2.5x --
CASH FLOW FROM:
Operating activities ............................... $2,959 $ (453) $ 4,214 $ 1,005 $ 27,441
Investing activities ............................... -- -- (435) (73,296) (891,920)
Financing activities ............................... (477) (216) (1,431) 78,270 906,521
BALANCE SHEET DATA (AS OF END OF PERIOD):
Current assets ..................................... $4,453 $ 3,022 $ 6,191 $ 11,220 $ 148,733
Property and equipment, net ........................ 3,728 2,978 2,231 59,685 292,626
Intangible assets, net ............................. -- -- -- 60,306 898,433
Total assets ....................................... 8,222 6,037 8,880 146,942 1,383,452
Current liabilities ................................ 3,423 3,138 7,973 22,437 163,414
Long-term debt, including current portion .......... 1,830 -- -- 16,178 773,776
Temporary equity ................................... -- -- -- -- 16,500
Stockholders' equity ............................... 2,969 2,900 907 102,144 378,536
</TABLE>
- ----------
(1) Includes $2,406 of integration and start-up costs for the year ended
December 31, 1998.
(2) Net of Triathlon Broadcasting Company, a related party, fees of $1,794
and $530 for the years ended December 31, 1997 and 1998, respectively.
(3) "EBITDA" is defined as earnings before interest, taxes, other income, net
equity income (loss) from investments and depreciation and amortization.
Although EBITDA is not a measure of performance calculated in accordance
with generally accepted accounting principals ("GAAP"), SFX believes that
EBITDA is accepted by the entertainment industry as a generally
recognized measure of performance and is used by analysts who report
publicly on the performance of entertainment companies. Nevertheless,
this measure should not be considered in isolation or as a substitute for
operating income, net income, net cash provided by operating activities
or any other measure for determining SFX's operating performance or
liquidity which is calculated in accordance with GAAP. SFX believes that
the operating performance of entertainment companies, such as SFX, is
measured, in part, by their ability to generate EBITDA. Further, SFX uses
EBITDA as its primary indicator of operating performance and as a measure
of liquidity.
(4) Earnings were insufficient to cover fixed charges by $393 and $60,125 for
the years ended December 31, 1996 and 1998, respectively.
7
<PAGE>
RISK FACTORS
You should consider carefully the following risk factors and all of the
information set forth in this prospectus before tendering your Old Notes and
participating in the exchange offer. This prospectus contains forward-looking
statements which involve risks and uncertainties. Our actual results could
differ materially from those anticipated in these forward-looking statements as
a result of certain factors, including those set forth in the following risk
factors and elsewhere in this prospectus. See "Safe Harbor for Forward-Looking
Statements."
RISKS RELATING TO THE NOTES
YOU MAY SUFFER NEGATIVE CONSEQUENCES IF YOU DO NOT EXCHANGE YOUR NOTES.
If you do not exchange your Old Notes for the New Notes pursuant to the
exchange offer, you will continue to be subject to the restrictions on transfer
of your Old Notes described in the legend on your Old Notes. In general, you
may only offer or sell the Old Notes if they are registered under the
Securities Act and applicable state securities laws, or offered and sold
pursuant to an exemption from such requirements. We do not intend to register
the Old Notes under any law. In addition, if you exchange your Old Notes in the
exchange offer for the purpose of participating in a distribution of the
exchange notes, you may be deemed to have received restricted securities and,
if so, will be required to comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction.
To the extent Old Notes are tendered and accepted in the exchange offer, the
trading market, if any, for the Old Notes would be damaged. For more
information on the consequences of not exchanging your Old Notes, see "The
Exchange Offer--Consequences of Failure to Exchange."
SFX HAS A SUBSTANTIAL AMOUNT OF DEBT, WHICH MAY HARM OUR FINANCIAL HEALTH
AND PREVENT US FROM FULFILLING OUR OBLIGATIONS UNDER THE NOTES.
We have a substantial amount of debt, and the amount of our debt is likely
to substantially increase in the future. Our consolidated debt as of April 8,
1999 was approximately $846.0 million.
The amount of our debt could harm us and harm your investment in us. These
consequences include:
o making it more difficult for us to make payments required by the notes;
o making us more vulnerable to general adverse economic and industry
conditions;
o limiting our ability to obtain money to pay for future acquisitions,
working capital, capital expenditures and other general corporate
requirements;
o dedicating more of our cash flow to paying off our debt, which will
reduce the amount of cash available to pay for working capital, capital
expenditures or other general corporate needs;
o limiting our flexibility in planning for, or reacting to, changes in
our business and the industry; and
o placing us at a competitive disadvantage to competitors that have less
debt.
8
<PAGE>
Our ability to pay principal and interest on our debt on time, to
refinance our debt, or to pay for planned expenditures will depend on various
factors, some of which we will not be able to control. These factors include
restrictions contained in our credit facility and the indentures relating to
the Old Notes and the Notes due February 2008, which may limit our ability to,
among other things, borrow additional funds. We may be unable to generate
enough money to pay our debts because of insufficient cash flow from operations
or because we are not able to raise additional capital funds by selling
securities. We may also be required to refinance a part of our debt before the
debt matures.
SFX, AS A HOLDING COMPANY, DEPENDS ON ITS SUBSIDIARIES TO MEET ITS
FINANCIAL OBLIGATIONS.
We are a holding company with no significant assets other than the stock
of our subsidiaries. In order to meet our financial needs, we will rely
exclusively on repayments of interest and principal on intercompany loans made
by us to our operating subsidiaries and income from dividends and other cash
flow from such subsidiaries. We cannot assure you that our operating
subsidiaries will generate sufficient net income to pay upstream dividends or
cash flow to make payments of interest and principal to us in respect of our
intercompany loans.
YOUR RIGHT TO RECEIVE PAYMENTS ON THESE NOTES IS JUNIOR TO OUR EXISTING
INDEBTEDNESS AND POSSIBLY ALL OF OUR FUTURE BORROWINGS.
The notes and the subsidiary guarantees rank behind all the indebtedness
of us and our subsidiaries which guarantee the notes, other than trade
payables, and all of our and their future borrowings, other than trade
payables, except any future indebtedness that expressly provides that it ranks
equal with, or subordinated in right of payment to, the notes and the
guarantees. The notes rank the same as our Notes due February 2008 in the
principal amount of $350.0 million. As a result, upon any distribution to our
creditors or the creditors of the Subsidiary Guarantors in a bankruptcy,
liquidation or reorganization or similar proceeding relating to us or the
Subsidiary Guarantors or our or their property, the holders of our senior debt
and of the Subsidiary Guarantors will be entitled to be paid in full in cash
before any payment may be made with respect to the notes or the subsidiary
guarantees.
In addition, all payments on the notes and the guarantees will be blocked
in the event of a payment default on senior debt and may be blocked for up to
179 days each year in the event of certain non-payment defaults on senior debt.
If a bankruptcy, liquidation or reorganization or similar proceeding
relating to us or the Subsidiary Guarantors occurs, holders of the notes will
participate with trade creditors and all other holders of our subordinated
indebtedness and of the Subsidiary Guarantors in the assets remaining after we
and the Subsidiary Guarantors have paid all of the senior debt. In any of these
cases, we and the Subsidiary Guarantors may not have sufficient funds to pay
all of our creditors and holders of notes may receive less, pro rata, than the
holders of senior debt.
Our obligations under the notes are subordinate and junior in right of
payment to all of our existing and future senior debt. As of December 31, 1998,
on a pro forma basis giving effect to the 1999 acquisitions and the application
of the net proceeds from the 1999 equity offering, approximately $275.0 million
of our total consolidated indebtedness would have been senior debt, including
approximately $229.0 million of borrowings under the senior credit facility.
The indenture allows us to borrow substantial additional indebtedness,
including senior debt, in the future. See "Description of Indebtedness."
9
<PAGE>
YOUR RIGHT TO RECEIVE PAYMENTS ON THE NOTES COULD BE ADVERSELY AFFECTED IF
ANY OF SFX'S NON-GUARANTOR SUBSIDIARIES DECLARES BANKRUPTCY, LIQUIDATES OR
REORGANIZES.
Some but not all of our subsidiaries guarantee the notes. In a bankruptcy,
liquidation or reorganization of any of the non-guarantor subsidiaries, holders
of their indebtedness and their trade creditors will generally be entitled to
payment of their claims from the assets of those subsidiaries before any assets
are made available for distribution to us. As of December 31, 1998, the notes
would have been effectively junior to $275.0 million of indebtedness and other
liabilities, including trade payables, of these non-guarantor subsidiaries and
approximately $121.0 million would have been available to those subsidiaries
for future borrowing under our credit facility after giving effect to our 1999
acquisitions. The non-guarantor subsidiaries generated 1.9% of our consolidated
revenues and 2.8% of our consolidated EBITDA in the year ended December 31,
1998 and held 2.1% of our consolidated assets as of December 31, 1998, in each
case after giving effect to our 1999 acquisitions.
SFX'S CREDIT FACILITY AND INDENTURES RESTRICT ITS OPERATIONS.
Our indentures and our credit facility restrict our ability and our
subsidiaries' ability to, among other things:
o sell or transfer assets;
o incur additional debt;
o repay other debt;
o pay dividends;
o make certain investments or acquisitions;
o repurchase or redeem capital stock;
o engage in mergers or consolidations; and
o engage in certain transactions with subsidiaries and affiliates.
The indentures and the credit facility also require us to comply with
certain financial ratios.
These restrictions may interfere with our ability to obtain financing or
to engage in other necessary or desirable business activities.
If we cannot comply with the requirements in our credit facility, then the
lenders may require us to repay immediately all of the outstanding debt under
our credit facility. If our debt payments were accelerated, our assets might
not be sufficient to fully repay our debt. These lenders may also require us to
use all of our available cash to repay our debt or may prevent us from making
payments to other creditors on certain portions of our outstanding debt.
We may not be able to obtain a waiver of these provisions or refinance our
debt, if needed. In such a case, our business, results of operations and
financial condition would suffer.
FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO
VOID GUARANTEES AND REQUIRE NOTE HOLDERS TO RETURN PAYMENTS FROM GUARANTORS.
Any of our creditors may file a lawsuit objecting to our obligations under
the New Notes or the use of the proceeds from the Old Notes. A court could void
our obligations
10
<PAGE>
under the New Notes, subordinate the New Notes to our other debt or order the
holders to return any amounts paid for the Old Notes to us or to a fund
benefitting the creditors if the court finds we intended to defraud a creditor,
or did not receive fair value for the Old Notes, and we either:
o were insolvent or became insolvent by offering the Old Notes;
o did not have enough capital to engage in our business; or
o intended to or believed that we overextended our debt obligations.
Creditors of the Subsidiary Guarantors may also object to the Subsidiary
Guarantors' guarantees of the New Notes. In such circumstances, a court could
order the relief outlined above for the same reasons outlined above. In
addition, the creditors of the Subsidiary Guarantors could claim that since the
guarantees were made for our benefit, the Subsidiary Guarantors did not receive
fair value for the guarantees.
The measure of insolvency for fraudulent transfer laws will vary in
different jurisdictions. We believe that at the time we incurred the debt
constituting the Old Notes and the subsidiary guarantees, we and the Subsidiary
Guarantors were neither insolvent nor to be rendered insolvent as a result. We
cannot assure you, however, that a court passing on the same questions would
reach the same conclusions.
SFX MAY NOT HAVE THE FUNDS NECESSARY TO FINANCE A CHANGE OF CONTROL OFFER
FOR THE NOTES.
Upon the occurrence of certain change of control events, we will be
required to repay significant debt and offer to repurchase all outstanding
notes. If Mr. Sillerman directly or indirectly owns less than 30% of the
combined voting power of the Class A and Class B common stock of SFX, then a
"Change in Control" will occur under the senior credit facility. This would
require us to repay all outstanding debt under the senior credit facility. Mr.
Sillerman currently holds approximately 34.4% of SFX's voting power. This
amount will decrease if we sell additional voting stock to third parties or
issue it in future acquisitions or upon the exercise of currently outstanding
options or options to be issued in the future.
In addition, if anyone other than Mr. Sillerman owns over 35% of the
voting power of SFX common stock, we are required to offer to repurchase the
notes and the Notes due February 2008 at 101% of their principal amount plus
accrued interest and liquidated damages. If a change of control were to occur,
we cannot assure you that we would have sufficient money or be able to arrange
financing to perform the obligations or that the restrictions in other
indebtedness permit us from performing our obligations. The indenture does not
protect holders of notes from certain corporate transactions such as a highly
leveraged transaction, reorganization, restructuring, merger or similar event
that does not result in a change of control. You should read "Description of
the New Notes--Repurchase at the Option of Holders--Change of Control" and
"Description of Indebtedness" for more information.
IF AN ACTIVE TRADING MARKET DOES NOT DEVELOP FOR THESE NOTES, IT WILL BE
DIFFICULT TO SELL THESE NOTES OR TO RECEIVE AN ATTRACTIVE PRICE.
The New Notes have no existing trading market. We do not intend to apply
for listing or quotation of the New Notes on any exchange. Therefore, we do not
know the extent to which investor interest will lead to the development of a
trading market or how liquid that market might be. We also cannot assure you
regarding your ability to sell New Notes or the price at which the New Notes
might be sold. Although the initial purchasers of the Old Notes have informed
us that they currently intend to make a market in the New Notes, they
11
<PAGE>
are not obligated to do so, and any such market-making may be discontinued at
any time without notice. As a result, the market price of the New Notes could
be harmed. Historically, the market for non-investment grade debt, such as the
New Notes, has been subject to disruptions that have caused substantial
volatility in the prices of such securities. Any such disruptions may reduce
the value of the New Notes.
COMPANY SPECIFIC RISKS
IF SFX IS UNABLE TO INTEGRATE THE OPERATIONS OF ITS VARIOUS BUSINESSES,
ITS OVERALL BUSINESS MAY SUFFER.
We have grown rapidly since our formation in December 1997, mainly by
acquiring established live entertainment businesses. For example, as of
December 31, 1998, on a pro forma basis, our 1999 acquisitions represented 15%
of our revenues and 25% of our assets. If we are unable to integrate our
various businesses effectively, then our business, financial condition and
operating results may suffer.
As you evaluate our prospects, you should consider the many risks we will
encounter during our process of integrating these acquired businesses,
including:
o the distraction of management's attention from other business concerns;
o our entry into markets where we have previously limited or no
experience; and
o potential loss of key employees or customers of the acquired
businesses.
Although our management has significant experience, it may be unable to
effectively integrate the acquired businesses, if such acquisitions are
consummated, without encountering the difficulties described above, and the
combined companies may not benefit as expected from the integration.
IF SFX IS UNABLE TO COMPLETE OTHER ACQUISITIONS IN THE FUTURE, SFX'S
BUSINESS MAY SUFFER.
We are currently negotiating additional acquisitions and expect to seek
additional acquisitions of live entertainment and related businesses in the
future. However, we may be unable to:
o identify and acquire additional suitable businesses;
o obtain the financing necessary to acquire the businesses; or
o obtain lenders' consents under our credit facility to acquire the
businesses.
Our inability to obtain financing for future acquisitions or to complete
acquisitions due to regulatory concerns could damage our business, financial
condition and results of operations.
Even if we are able to complete future acquisitions, they could result in
our issuance of more of our stock, which may dilute the value of existing
common stock; incurring a substantial amount of additional debt; and/or
amortizing expenses related to goodwill and other intangible assets. Any or all
of these actions could damage our business, financial condition and results of
operations.
SFX MAY BE FORCED TO SELL SOME OF ITS SUBSIDIARIES, WHICH MAY PREVENT SFX
FROM REALIZING THE FULL VALUE OF THESE SUBSIDIARIES.
We have granted rights to re-purchase some of our subsidiaries. These
rights may discourage potential bidders for the affected assets from
negotiating with us, and may keep us from realizing the full productive value
of these subsidiaries over time.
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<PAGE>
PACE. In connection with our acquisition of PACE Entertainment
Corporation, Brian Becker received an option to acquire PACE's motor sports
business--or, if that business is sold, PACE's theatrical business--at its fair
market value. Mr. Becker may only exercise this option within 15 days after
February 25, 2000. Mr. Becker's exercise of this option would result in
termination of his employment agreement. Mr. Becker's exercise of this option
could damage our business, financial condition and results of operations.
In addition, from February 25, 1999 to February 25, 2000, Mr. Becker will
also have a right of first refusal under certain circumstances to acquire
PACE's theatrical or motor sports line of business at a price equal to 95% of
any proposed purchase price by a third party. On a pro forma basis for our 1998
and 1999 acquisitions, specialized motor sports would have accounted for
approximately 4.1%, and theatrical would have accounted for approximately
17.5%, of our total revenues for the year ended December 31, 1998.
DON LAW. In connection with our acquisition of Blackstone Entertainment,
LLC, also known as "Don Law," we granted the seller a right of first offer and
refusal. The right allows the seller to purchase, with certain exceptions, the
assets we acquired in the acquisition if we elect to sell those assets before
July 2, 2000.
BGP. We have agreed that we will not sell the assets of BG Presents, Inc.
before February 24, 2001, without giving the sellers the opportunity to
purchase the assets on the same terms.
OTHER ACQUISITIONS. In addition, we have granted similar rights of first
refusal to sellers in certain other acquisitions.
SFX MAY HAVE LOWER REVENUES BECAUSE IT IS UNABLE TO SECURE APPROPRIATE
ARTISTS, EVENTS AND VENUES.
As a participant in the live entertainment industry, our ability to
generate revenues is highly sensitive to public tastes, which are
unpredictable. A change in public tastes, an increase in competition or a lack
of performer or event availability could damage our business, financial
condition and results of operations. Similarly, our ability to generate
revenues from live entertainment events may be limited if other competitive
forms of entertainment are available. Since we rely on unrelated parties to
create and perform live entertainment content, any lack of availability of
popular musical artists, touring Broadway shows, specialized motor sports
talent and other performers could limit our ability to generate revenues.
We require access to venues to generate revenues from live entertainment
events. We operate a number of our live entertainment venues under leasing or
booking agreements. Our long-term success will depend in part on our ability to
renew these agreements when they expire or end. We may be unable to renew these
agreements on acceptable terms or at all, and we may be unable to obtain
favorable agreements with new venues.
SFX MAY HAVE ENVIRONMENTAL LIABILITIES THAT COULD AFFECT ITS RESULTS OR
OPERATIONS OR FINANCIAL CONDITION.
We may be subject to significant environmental liabilities. We own or
lease, or have other contractual interests in, numerous pieces of real
property, many of which we recently acquired. Our properties are subject to
environmental laws and regulations relating to the use, storage, disposal,
emission and release of hazardous and non-hazardous substances or materials.
Our properties may also be subject to noise level restrictions, which may
affect, among other things, the hours of operation of our venues. Additionally,
certain laws and
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<PAGE>
regulations could hold us strictly, jointly and severally responsible for the
correction of hazardous substance contamination at our facilities or at
third-party waste disposal sites, and could hold us responsible for any
personal or property damage related to the contamination.
THE DEPARTMENT OF JUSTICE INVESTIGATION MAY HARM SFX'S OPERATIONS.
We have received a preliminary inquiry from the Department of Justice
seeking information on our acquisitions of live entertainment venues and
businesses throughout the United States. The Department of Justice is
investigating whether these acquisitions might give us undue market power in
producing, promoting or exhibiting live entertainment events. We have
cooperated with the Department of Justice, and believe that our operations and
plan of acquisitions comply with applicable antitrust laws. However, if the
Department of Justice disagrees, it might file a lawsuit to force us to divest
ourselves of some of our operations. If such a lawsuit were filed, SFX would
vigorously defend the case. However, if such a lawsuit were decided adversely
to SFX, it could have a material adverse impact on our business, results of
operations and financial condition.
POTENTIAL CONFLICTS OF INTEREST MAY AFFECT SFX'S OPERATIONS.
We are subject to potential conflicts of interest arising out of our
relationship with our affiliates. We have issued, and may issue in the future,
shares of Class B common stock, which have 10 votes per share in most matters.
Robert F.X. Sillerman and Michael G. Ferrel currently hold all of the issued
and outstanding shares of Class B common stock, which represents approximately
32.3% of our total voting power. Together, Messrs. Sillerman and Ferrel
beneficially control approximately 38.0% of the combined voting power of SFX.
Messrs. Sillerman and Ferrel are also officers and directors of ours. The
holders of these shares will probably have the ability to control certain
decisions concerning our management which may present conflicts of interest
between the holders of the notes and the holders of the Class B common stock.
The holders of Class B common stock generally will have the ability to control
our business affairs and to determine the outcome of most corporate
transactions or other matters requiring stockholder approval. Such matters
requiring stockholder approval include, among others:
o an amendment to our articles of incorporation;
o the authorization of additional shares of capital stock; and
o a merger, consolidation or sale of all or substantially all of our assets
or stock.
The holders of Class B common stock thus can prevent or cause a change of
control of SFX, either of which may adversely affect us or our results of
operations.
SFX'S OPERATIONS MAY SUFFER FROM YEAR 2000 COMPUTER PROBLEMS.
Year 2000 issues exist when computers record dates using two digits rather
than four, and then use the dates for arithmetic operations, comparisons or
sorting. A two-digit recording may recognize a date using "00" as 1900 rather
than 2000, which could cause computer systems to perform inaccurate
computations or fail to operate. Although we do not anticipate being subject to
a material impact in this area, if we and the companies with which we do
business do not take adequate preventative action, then the Year 2000 problem
could damage our business, financial condition and results of operations.
14
<PAGE>
THE EXCHANGE OFFER
PURPOSE OF THE EXCHANGE OFFER
We sold the Old Notes on November 25, 1998 to Morgan Stanley & Co.
Incorporated, Lehman Brothers Inc., BancBoston Roberston Stephens Inc. and BNY
Capital Markets, Inc. (collectively, the "Initial Purchasers") pursuant to a
purchase agreement. These Initial Purchasers subsequently placed the Old Notes
with qualified institutional buyers in reliance on Rule 144A under the
Securities Act of 1933 and in non-U.S. transactions pursuant to Regulation S
under the Securities Act. As a condition to the sale of the Old Notes, SFX, the
Subsidiary Guarantors and the Initial Purchasers entered into the Registration
Rights Agreement on November 25, 1998.
Pursuant to the Registration Rights Agreement, we agreed that, unless the
exchange offer is not permitted by applicable law or Commission policy, we
would:
o file with the Commission a registration statement under the Securities Act
with respect to the New Notes within 100 days of such agreement's
execution;
o use our best efforts to cause such registration statement to become
effective under the Securities Act within 145 days of such agreement's
execution; and
o upon effectiveness of the registration statement, commence the exchange
offer and use our best efforts to maintain the effectiveness of the
registration statement and keep the exchange offer open for at least 20
business days.
A copy of the Registration Rights Agreement is filed as a copy to the
registration statement of which this prospectus is a part. We are making this
exchange offer to satisfy our obligations under the Registration Rights
Agreement. The term "holder," with respect to the exchange offer, means any
person in whose name Old Notes are registered on our books or any other person
who has obtained a properly completed bond power from the registered holder, or
any person whose Old Notes are held of record by The Depository Trust Company
("DTC"). Other than pursuant to the Registration Rights Agreement, we are not
required to file any registration statement to register any outstanding Old
Notes. Holders of Old Notes who do not tender their Old Notes or whose Old
Notes are tendered but not accepted would have to rely on exemptions to
registration requirements under the securities laws, including the Securities
Act, if they wish to sell their Old Notes.
RESALE OF THE NEW NOTES
We are making the exchange offer in reliance on the position of the staff
of the Commission as set forth in certain interpretive letters addressed to
third parties in other transactions. However, we have not sought our own
interpretive letter and there can be no assurance that the staff would make a
similar determination with respect to the exchange offer as it has in such
interpretive letters to third parties. Based on these interpretations by the
staff of the Commission, we believe that a holder who exchanges the Old Notes
for the New Notes in the ordinary course of business and who is not
participating, does not intend to participate, and has no arrangement with any
person to participate, in the distribution of the New Notes, will be allowed to
resell the New Notes to the public without further registration under the
Securities Act and without delivering to the purchasers of the New Notes a
prospectus that satisfies the requirements of the Securities Act.
Any holder of Old Notes who is an "affiliate" of ours or who intends to
distribute the New Notes, or any broker-dealer who purchased Old Notes from us
to resell pursuant to Rule 144A or any other available exemption under the
Securities Act:
o cannot rely on the staff's interpretations in the above-mentioned
interpretive letters;
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<PAGE>
o cannot tender Old Notes in the exchange offer; and
o must comply with the registration and prospectus delivery requirements of
the Securities Act to transfer the Old Notes, unless the sale is exempt.
In addition, if any broker-dealer acquired Old Notes for its own account
as a result of market-making or other trading activities and exchanges the Old
Notes for the New Notes, the broker-dealer must deliver a prospectus with any
resales of the New Notes.
Each broker-dealer that receives New Notes for its own account in exchange
for Old Notes, where such Old Notes were acquired by such broker-dealer as a
result of market-making activities or other trading activities, must
acknowledge that it will deliver a prospectus in connection with any resale of
such New Notes. A broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act if it makes this
acknowledgment and delivers a prospectus in connection with any resale. A
broker-dealer may use this prospectus, as it may be amended or supplemented
from time to time, in connection with resales of New Notes received in exchange
for Old Notes where such Old Notes were acquired by such broker-dealer as a
result of market-making or other trading activities. Pursuant to the
Registration Rights Agreement, we agreed to make this prospectus, as it may be
amended or supplemented from time to time, available to broker-dealers for use
in connection with any resale for a period of 180 days after the Commission
declares the registration statement effective. See "Plan of Distribution."
TERMS OF THE EXCHANGE OFFER; PERIOD FOR TENDERING NOTES
Subject to the terms and conditions set forth in this prospectus and in
the accompanying Letter of Transmittal, we will accept for exchange Old Notes
which are properly tendered on or prior to the Expiration Date and not
withdrawn as permitted below. We will issue $1,000 principal amount of New
Notes in exchange for each $1,000 principal amount of outstanding Old Notes
surrendered pursuant to the exchange offer. As used in this prospectus, the
term "Expiration Date" means 5:00 p.m., New York City time, on May , 1999;
provided, however, that if we, in our sole discretion, have extended the period
of time for which the exchange offer is open, the term "Expiration Date" means
the latest time and date to which we extend the exchange offer.
The form and terms of the New Notes are substantially identical as the
form and terms of the Old Notes, except that:
o the New Notes are registered under the Securities Act and, therefore, the
New Notes do not bear legends restricting their transfer; and
o holders of the New Notes will not be entitled to the rights of holders of
Old Notes under the Registration Rights Agreement, which rights will
terminate upon the consummation of the exchange offer.
The New Notes will evidence the same debt as the Old Notes, which they replace.
The New Notes will be issued under, and be entitled to the benefits of, the
indenture, which authorized the issuance of the Old Notes. The indenture will
treat the Old Notes and the New Notes as a single class of debt securities.
As of the date of this prospectus, $200.0 million aggregate principal
amount of the Old Notes are outstanding. This prospectus and the Letter of
Transmittal are first being sent on or about April , 1999, to all holders of
Old Notes known to us. Our obligation to accept Old Notes for exchange pursuant
to the exchange offer is subject to certain conditions as set forth below under
"--Certain Conditions to the Exchange Offer."
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Holders of the Old Notes do not have any appraisal or dissenters' rights
under the indenture in connection with the exchange offer. We intend to conduct
the exchange offer in accordance with the provisions of the registration rights
agreement and the applicable requirements of the Securities Act, the Securities
and Exchange Act of 1934, as amended, and the related rules and regulations of
the Commission.
If holders do not tender Old Notes or tender Old Notes that we do not
accept, their Old Notes will remain outstanding. Any Old Notes will be entitled
to the benefits of the indenture, but will not be entitled to any further
registration, except under limited circumstances. See "Risk Factors--Risks
Relating to the Notes--You may suffer negative consequences if you do not
exchange your notes."
We expressly reserve the right, at any time or from time to time, to
extend the period of time during which the exchange offer is open, and thereby
delay acceptance for exchange of any Old Notes, by giving written notice of
such extension to the Old Note holders as described below. During any such
extension, all Old Notes previously tendered will remain subject to the
exchange offer, and we may accept such notes for exchange. We will return at no
expense to the holder, any Old Notes not accepted for exchange as promptly as
practicable after the expiration or termination of the exchange offer.
We expressly reserve the right to amend or terminate the exchange offer,
and not to accept for exchange any Old Notes not already accepted for exchange,
if any of the events specified below under "--Certain Conditions to the
Exchange Offer" should occur. We will give written notice of any extension,
amendment, nonacceptance or termination to the holders of the Old Notes as
promptly as practicable. We will issue notices, in the case of any extension of
the exchange offer, by means of a press release or other public announcement no
later than 9:00 a.m., New York City time, on the next business day after the
previously scheduled expiration date.
PROCEDURES FOR TENDERING NOTES
Tender
When an Old Note holder validly tenders, and we accept, the Old Notes,
this will constitute a binding agreement between us and such holder subject to
the terms and conditions set forth in this prospectus and the Letter of
Transmittal.
To validly tender in the exchange offer, a holder must transmit a properly
completed and duly executed Letter of Transmittal, including all other
documents required by such Letter of Transmittal, to Chase Mellon Shareholder
Services, L.L.C., the exchange agent, at one of the addresses set forth below
under "Exchange Agent" on or prior to the Expiration Date. In addition, either:
o the exchange agent must receive the certificates for the Old Notes and the
Letter of Transmittal; or
o the exchange agent must receive, prior to May , 1999, a timely
confirmation of a book-entry transfer of such Old Notes into the exchange
agent's account at DTC according to the procedure for book-entry transfer
described below; or
o the holder must comply with the guaranteed delivery procedures described
below.
If you tender fewer than all of your Old Notes, you should fill in the
amount of notes tendered in the appropriate box on the Letter of Transmittal.
If you do not indicate the amount tendered in the appropriate box, we will
assume you are tendering all Old Notes that you hold.
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THE METHOD OF DELIVERY OF OLD NOTES, LETTERS OF TRANSMITTAL AND ALL OTHER
REQUIRED DOCUMENTS IS AT YOUR OWN ELECTION AND RISK. DELIVERY OF DOCUMENTS TO
DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, WE RECOMMEND REGISTERED MAIL,
PROPERLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, YOU SHOULD ALLOW
SUFFICIENT TIME TO ASSURE TIMELY DELIVERY. DO NOT SEND LETTERS OF TRANSMITTAL
OR OLD NOTES TO US.
Any beneficial owner whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such registered holder of Old Notes promptly and
instruct such registered holder of Old Notes to tender on behalf of the
beneficial owner. If such beneficial owner wishes to tender on its own behalf,
such beneficial owner must, prior to completing and executing the Letter of
Transmittal and delivering its Old Notes, either:
o make appropriate arrangements to register ownership of the Old Notes in such
beneficial owner's name; or
o obtain a properly completed bond power from the registered holder of the Old
Notes.
The transfer of record ownership may take considerable time.
Signatures on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed unless the Old Notes surrendered for exchange
are tendered:
o by a registered Old Note holder who has not completed the box entitled
"Special Issuance Instructions" or "Special Delivery Instructions" on the
Letter of Transmittal; or
o for the account of an Eligible Institution.
An "Eligible Institution" is a firm which is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or by a commercial bank or trust company having an office or
correspondent in the United States. If signatures on a Letter of Transmittal or
a notice of withdrawal are required to be guaranteed, the guarantor must be an
Eligible Institution. If Old Notes are registered in the name of a person other
than a signer of the Letter of Transmittal, the Old Notes surrendered for
exchange must be endorsed by, or be accompanied by a written instrument or
instruments of transfer or exchange, in satisfactory form as determined by us
in our sole discretion, duly executed by the registered holder with the
signature thereon guaranteed by an Eligible Institution.
Determination of Validity
We, in our sole discretion, will determine all questions as to the
validity, form, eligibility, including time of receipt, and acceptance of Old
Notes tendered for exchange. Our determination will be final and binding. We
reserve the absolute right to reject any and all tenders of Old Notes
improperly tendered or to not accept any Old Notes which acceptance might, in
our judgment or that of our counsel, be unlawful. We also reserve the absolute
right to waive any defects or irregularities or conditions of the exchange
offer as to any Old Notes either before or after the Expiration Date, including
the right to waive the ineligibility of any holder who seeks to tender Old
Notes in the exchange offer. We need not waive similar conditions or
irregularities in the case of other Old Notes. Our interpretation of the terms
and conditions of the exchange offer as to any particular Old Notes either
before or after the Expiration Date, including the Letter of Transmittal and
the instructions thereto, will be final and binding on all parties. Unless
waived, any defects or irregularities in connection with tenders of Old Notes
for exchange must be cured within such reasonable
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period of time as we shall determine. Neither we, the exchange agent nor any
other person shall be under any duty to give notification of any defect or
irregularity with respect to any tender of Old Notes for exchange, nor shall
any of us incur any liability for failure to give such notification.
If a person or persons other than the registered holder or holders of Old
Notes signs the Letter of Transmittal, such Old Notes must be endorsed or
accompanied by appropriate powers of attorney, in either case signed exactly as
the name or names of the registered holder or holders that appear on the Old
Notes.
If trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity sign the Letter of Transmittal or any Old Notes or powers of attorney,
such persons should so indicate when signing, and you must submit proper
evidence satisfactory to us of such persons' authority to so act unless we
waive this requirement.
By tendering, each holder will represent to us that, among other things:
(1) the New Notes to be acquired by the holder of the Old Notes in connection
with the exchange offer are being acquired by the holder in the ordinary
course of business of the holder;
(2) the holder has no arrangement or understanding with any person to
participate in the distribution of New Notes;
(3) the holder acknowledges and agrees that any person who is a broker-dealer
registered under the Exchange Act or is participating in the exchange
offer for the purposes of distributing the New Notes must comply with the
registration and prospectus delivery requirements of the Securities Act
in connection with a secondary resale transaction of the New Notes
acquired by such person and cannot rely on the position of the staff of
the Commission set forth in certain no-action letters;
(4) the holder understands that a secondary resale transaction described in
clause (3) above and any resales of New Notes obtained by such holder in
exchange for Old Notes acquired by such holder directly from us should be
covered by an effective registration statement containing the selling
security holder information required by Item 507 or Item 508, as
applicable, of Regulation S-K of the Commission; and
(5) the holder is not an "affiliate," as defined in Rule 405 of the
Securities Act, of ours.
ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF NEW NOTES
We will issue to the exchange agent New Notes for Old Notes validly
tendered and accepted and not validly withdrawn promptly after the Expiration
Date. See "--Certain Conditions to the Exchange Offer" below. For purposes of
the exchange offer, we will be deemed to have accepted properly tendered Old
Notes for exchange when, as and if we have given oral or written notice to the
exchange agent, with written confirmation of any oral notice to be given
promptly thereafter. The exchange agent might not deliver the New Notes to all
tendering holders at the same time. The timing of delivery depends upon when
the exchange agent receives and processes the required documents.
For each Old Note accepted for exchange, the Old Note holder will receive
a New Note having a principal amount at maturity equal to that of the
surrendered Old Note. The New Notes bear interest at a rate equal to 91/8% per
annum. Interest on the New Notes is payable semi-annually on each December 1
and June 1, commencing on June 1, 1999. Registered holders of the New Notes on
the relevant record date for the first interest payment date
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<PAGE>
following the consummation of the exchange offer will receive interest accruing
from the most recent date to which interest has been paid on the Old Notes.
Holders of Old Notes that are accepted for exchange will be deemed to have
waived the right to receive any interest accrued on the Old Notes.
In all cases, the issuance of New Notes for Old Notes that are accepted
for exchange pursuant to the exchange offer will be made only after the
exchange agent timely receives either certificates for such Old Notes or
book-entry confirmation of such Old Notes into the exchange agent's account at
DTC, a properly completed and duly executed Letter of Transmittal and all other
required documents. If for any reason set forth in the terms and conditions of
the exchange offer we do not accept any tendered Old Notes, or if Old Notes are
submitted for a greater amount than the holder desires to exchange, we will
return such unaccepted or non-exchanged Old Notes without expense to the
tendering holder--or, in the case of Old Notes tendered by book-entry
procedures described below, such non-exchanged Old Notes will be credited to an
account maintained with DTC--as promptly as practicable after the expiration or
termination of the exchange offer.
The exchange agent is an agent for SFX for receiving tenders of the Old
Notes, Letters of Transmittal and related documents. The exchange agent is also
an agent for tendering holders for receiving the Old Notes, Letters of
Transmittal and related documents and transmitting the New Notes to validly
tendering holders. If for any reason, we:
o delay the acceptance or exchange of any Old Notes;
o extend the exchange offer; or
o are unable to accept or exchange Old Notes,
then the exchange agent may, on behalf of SFX and subject to Rule 14e-1(c)
under the Exchange Act, retain tendered notes. Notes retained by the exchange
agent may not be withdrawn, except according to the withdrawal procedures
outlined in the section entitled "--Withdrawal Rights" below.
In tendering Old Notes, you must warrant in the Letter of Transmittal
that:
o you have full power and authority to tender, exchange, sell, assign and
transfer Old Notes;
o SFX will acquire good, marketable and unencumbered title to the tendered Old
Notes, free and clear of all liens, restrictions, charges and other
encumbrances; and
o the Old Notes tendered for exchange are not subject to any adverse claims or
proxies.
You also must warrant and agree that you will, upon request, execute and
deliver any additional documents requested by us or the exchange agent to
complete the exchange, sale, assignment and transfer of the Old Notes.
BOOK-ENTRY TRANSFER
In order to facilitate the exchange offer, the exchange agent will request
DTC to establish an account with respect to the Old Notes for the exchange
offer within two business days after the date of this prospectus. Additionally,
any financial institution that is a participant in DTC's book-entry systems may
make book-entry delivery of Old Notes by causing DTC to transfer such Old Notes
into the exchange agent's account at DTC in accordance with DTC's procedures
for transfer. Although delivery of Old Notes may be effected through book-entry
transfer at DTC, the Letter of Transmittal or facsimile thereof, with any
required signature guarantees and other required documents, must in any case be
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transmitted to and received by the exchange agent at one of the addresses set
forth below under "--Exchange Agent" on or prior to the Expiration Date or the
guaranteed delivery procedures described below must be complied with.
GUARANTEED DELIVERY PROCEDURES
If a registered holder of Old Notes desires to tender such Old Notes and
the Old Notes are not immediately available, or time will not permit such
holder's Old Notes or other required documents to reach the exchange agent
before the Expiration Date, or the procedure for book-entry transfer cannot be
completed on a timely basis, then a tender may be effected if:
o the tender is made through an Eligible Institution;
o before the Expiration Date, the exchange agent receives from such Eligible
Institution a properly completed and duly executed Letter of Transmittal,
or a facsimile thereof, and notice of guaranteed delivery, substantially in
the form provided by us, by telegram, telex, facsimile transmission, mail
or hand delivery, setting forth the name and address of the holder of the
Old Notes and the amount of Old Notes tendered, stating that the tender is
being made thereby and guaranteeing that within three New York Stock
Exchange trading days after the date of execution of the notice of
guaranteed delivery, the certificates for all physically tendered Old
Notes, in proper form for transfer, or a book-entry confirmation, as the
case may be, and any other documents required by the Letter of Transmittal
will be deposited by the Eligible Institution with the exchange agent; and
o the exchange agent receives the certificates for all physically tendered Old
Notes, in proper form for transfer, or a book-entry confirmation, as the
case may be, and all other documents required by the Letter of Transmittal,
within five New York Stock Exchange trading days after the date of
execution of the notice of guaranteed delivery.
WITHDRAWAL RIGHTS
You may withdraw tenders of Old Notes at any time on or before the
Expiration Date.
To validly withdraw, you must send a written notice of withdrawal to the
exchange agent at one of the addresses set forth below under "--Exchange
Agent." Any such notice of withdrawal must:
o specify the name of the person who tendered the Old Notes to be withdrawn;
o identify the Old Notes you want to withdraw, including the total amount of
such Old Notes; and
o where certificates for Old Notes have been transmitted, specify the name in
which such Old Notes are registered, if different from that of the
withdrawing holder.
If certificates for Old Notes have been delivered or otherwise identified
to the exchange agent, then, before the release of such certificates the
withdrawing holder must also submit the serial numbers of the particular
certificates to be withdrawn and signed notice of withdrawal with signatures
guaranteed by an Eligible Institution unless such holder is an Eligible
Institution. If Old Notes have been tendered pursuant to the procedure for
book-entry transfer described above, any notice of withdrawal must specify the
name and number of the account at DTC to be credited with the withdrawn Old
Notes and otherwise comply with the procedures of such facility. We will
determine all questions as to the validity, form and eligibility, including
time of receipt, of such notices. Our determination will be final
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and binding on all parties. Any Old Notes so withdrawn will be deemed not to
have been validly tendered for exchange for purposes of the exchange offer. Any
Old Notes which have been tendered for exchange but which are not exchanged for
any reason will be returned to the holder thereof without cost to such holder,
or, in the case of Old Notes tendered by book-entry transfer into the exchange
agent's account at DTC pursuant to the book-entry transfer procedures described
above, such Old Notes will be credited to an account with DTC specified by the
holder, as soon as practicable after withdrawal, rejection of tender or
terminations of the exchange offer. Properly withdrawn Old Notes may be
retendered by following one of the procedures described under "--Procedures for
Tendering" above at any time on or before the Expiration Date.
CERTAIN CONDITIONS TO THE EXCHANGE OFFER
Notwithstanding any other provision of the exchange offer, we will not be
required to accept for exchange, or to issue New Notes in exchange for, any Old
Notes. We may terminate or amend the exchange offer, if at any time before the
acceptance of such Old Notes for exchange or the exchange of the New Notes for
such Old Notes, any of the following events will occur, which in our sole
judgment in any case, and regardless of the circumstances, including any action
by us, giving rise to any event described below, makes it inadvisable to
proceed with the exchange offer and/or acceptance for exchange or with such
exchange:
o if any court, governmental agency or other governmental regulatory or
administrative agency or commission threatens, institutes or issues any
action, injunction or order of decree seeking to restrain or prohibit the
making or consummation of the exchange offer or any other transaction
contemplated by the exchange offer, or assessing or seeking any damage as a
result of the exchange offer or resulting in a material delay in our
ability to accept or exchange some or all of the Old Notes pursuant to the
exchange offer;
o if any government or governmental authority, agency or court, domestic or
foreign, takes, proposes to take or threatens to take any action, or seeks,
proposes, introduces, enacts, promulgates or deems applicable to the
exchange offer or any of the transactions contemplated by the exchange
offer any statute, rule, regulation, order or injunction that in our sole
judgment might directly or indirectly result in any of the consequences
referred to above, holders having obligations with respect to resales and
transfers of New Notes greater than those described in the Commission's
interpretation referred to in this section under the heading
"--Consequences of Exchanging Notes," or other consequences, which would
otherwise make it inadvisable to proceed with the exchange offer;
o the staff no longer allows the New Notes to be offered for resale, resold
and otherwise transferred by certain holders without compliance with the
registration and prospectus delivery provisions of the Securities Act;
o if any general suspension of or general limitation on prices for, or trading
in, securities on any national securities exchange or in the
over-the-counter market occurs;
o if any limitation by any governmental agency or authority which may
adversely affect our ability to complete the transactions contemplated by
the exchange offer occurs;
o if a declaration of a banking moratorium or any suspension of payments in
respect of banks in the United States or any limitation by any governmental
agency or authority which adversely affects the extension of credit occurs;
o if a commencement of a war, armed hostilities or other similar international
calamity
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directly or indirectly involving the United States, or, in the case of any
of the foregoing existing at the time of the commencement of the exchange
offer, a material acceleration or worsening thereof occurs; or
o if any change, or any development involving a prospective change, occurs or
is threatened in our and our subsidiaries' business, properties, assets,
liabilities, financial condition, operations, results of operations or
prospects taken as a whole that, in our sole judgment, is or may be adverse
to us, or we become aware of facts that, in our sole judgment have or may
have adverse significance with respect to the value of the Old Notes or the
New Notes.
The foregoing conditions are for our sole benefit and we may assert them
regardless of the circumstances giving rise to any such condition or we may
waive them in whole or in part at any time and from time to time in our sole
discretion. Our failure at any time to exercise any of the foregoing rights
will not be deemed a waiver of any such right and each such right will be
deemed an ongoing right which we may assert at any time and from time to time.
In addition, we will not accept for exchange any Old Notes tendered, and
no New Notes will be issued in exchange for any such Old Notes, if at such time
any stop order shall be threatened or in effect with respect to the
registration statement of which this prospectus constitutes a part, or the
qualification of the indenture under the Trust Indenture Act
of 1939.
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EXCHANGE AGENT
ChaseMellon Shareholder Services, L.L.C. will be the exchange agent for
the exchange offer. All executed Letters of Transmittal should be directed to
the exchange agent at the addresses set forth below.
<TABLE>
<S> <C>
By U.S. Mail: By Hand:
ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C.
Post Office Box 3301 120 Broadway, 13th Floor
South Hackensack, NJ 07606 New York, NY 10271
Attn: Reorganization Department Attn: Reorganization Department
By Overnight Delivery:
ChaseMellon Shareholder Services, L.L.C.
85 ChallengerRoad--Mail Drop--Reorg
Ridgefield Park, NJ 07660
Attn: Reorganization Department
By Facsimile: (201) 296-4293
Confirm Facsimile Only: (201) 296-4860
</TABLE>
DELIVERY OF A LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE
LISTED ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF
TRANSMITTAL.
INFORMATION AGENT
Georgeson & Company Inc. will be the information agent for the exchange
offer. Questions and requests for assistance, requests for additional copies of
this prospectus or of the Letter of Transmittal and requests for Notices of
Guaranteed Delivery should be directed to the information agent at the address
set forth below:
Georgeson & Company Inc.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
All Others Call Toll Free: 1-800-223-2065
FEES AND EXPENSES
We will not make any payment to brokers, dealers or others soliciting
acceptances of the exchange offer other than to the information agent.
We will pay the estimated cash expenses to be incurred in connection with
the exchange offer, which are estimated in the aggregate to be $500,000.
ACCOUNTING TREATMENT
For accounting purposes, we will recognize no gain or loss as a result of
the exchange offer. We will amortize the expenses of the exchange offer over
the term of the New Notes.
TRANSFER TAXES
Holders who tender their Old Notes for exchange will not be obligated to
pay any transfer taxes in connection therewith, except that holders who
instruct us to register New Notes in the name of, or request that Old Notes not
tendered or not accepted in the exchange offer be returned to, a person other
than the registered tendering holder will be responsible for the payment of any
applicable transfer tax thereon.
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REGULATORY MATTERS
We are not aware of any governmental or regulatory approvals that are
required in order to consummate the exchange offer.
CONSEQUENCES OF EXCHANGING NOTES
Based on interpretations by the staff of the Commission as set forth in
no-action letters issued to third parties in other transactions, we believe
that New Notes issued pursuant to the exchange offer in exchange for Old Notes
may be offered for resale, resold or otherwise transferred by a holder thereof,
other than any holder which is an "affiliate" of ours within the meaning of
Rule 405 under the Securities Act or a holder that is a broker-dealer who
acquires New Notes to resell pursuant to Rule 144A or any other available
exemption under the Securities Act, without compliance with the registration
and prospectus delivery provisions of the Securities Act, provided that such
New Notes are acquired in the ordinary course of such holder's business and
such holder has no arrangement or understanding with any person to participate
in the distribution of such New Notes. However, we do not intend to request the
Commission to consider, and the Commission has not considered, the exchange
offer in the context of a no-action letter and we cannot guarantee that the
staff of the Commission would make a similar determination with respect to the
exchange offer as in such other circumstances. If any holder is an affiliate of
ours, is engaged in or intends to engage in or has any arrangement or
understanding with respect to the distribution of the New Notes to be acquired
pursuant to the exchange offer, such holder must comply with the registration
and prospectus delivery requirements of the Securities Act in connection with
any resale transaction. Each broker-dealer that receives New Notes for its own
account in exchange for Old Notes must acknowledge that such Old Notes were
acquired by such broker-dealer as a result of market-making activities or other
trading activities and that it will deliver a prospectus in connection with any
resale of such New Notes.
In addition, to comply with the securities laws of certain jurisdictions,
if applicable, the New Notes may not be offered or sold unless they have been
registered or qualified for sale in such jurisdiction or an exemption from
registration or qualification is available and is complied with.
CONSEQUENCES OF FAILURE TO EXCHANGE
Participation in the exchange offer is voluntary. You are urged to consult
with your financial and tax advisors in making your decision on what action to
take.
The Old Notes which are not exchanged for the New Notes pursuant to the
exchange offer will remain restricted securities. Accordingly, such Old Notes
may be resold only:
o to a person whom the seller reasonably believes is a qualified institutional
buyer, as defined in Rule 144A under the Securities Act, in a transaction
meeting the requirements of Rule 144A;
o in a transaction meeting the requirements of Rule 144 under the Securities
Act;
o outside the United States to a foreign person in a transaction meeting the
requirements of Rule 904 under the Securities Act;
o in accordance with another exemption from the registration requirements of
the Securities Act, and based upon an opinion of counsel, if we so request,
to us; or
o pursuant to an effective registration statement.
25
<PAGE>
and, in each case, in accordance with any applicable securities laws of any
state of the United States or any other applicable jurisdiction. We do not
currently anticipate that we will register the Old Notes under the Securities
Act.
As a result of the making of, and upon acceptance for exchange of all
validly tendered Old Notes pursuant to the terms of, this exchange offer, the
Company will have fulfilled a covenant contained in the Registration Rights
Agreement. Holders of Old Notes who do not tender their Old Notes in the
exchange offer will continue to hold such Old Notes and will be entitled to all
the rights and limitations applicable thereto under the Indenture, except for
any such rights under the Registration Rights Agreement that by their terms
terminate or cease to have further effectiveness as a result of the making of
this exchange offer. All untendered Old Notes will continue to be subject to
the restrictions on transfer set forth in the Indenture. To the extent that Old
Notes are tendered and accepted in the exchange offer, the trading market for
untendered Old Notes could be adversely affected.
26
<PAGE>
USE OF PROCEEDS
SFX will not receive any proceeds from the exchange offer.
SFX used $178.0 million of the net proceeds of the offering of the Old
Notes to repay substantially all outstanding borrowings under the revolving
portion of its senior credit facility.
27
<PAGE>
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
Pursuant to the Certificate of Incorporation and Bylaws, the Board manages
the business of SFX. The Board conducts its business through meetings of the
Board and its committees. The standing committees of the Board are described
below.
The Bylaws authorize the Board to fix the number of directors from time to
time. The number of directors of SFX is currently eleven. All directors hold
office until the next annual meeting of stockholders following their election
or until their successors are elected and qualified. Officers of SFX are to be
elected annually by the Board and serve at the Board's discretion. In the
election of directors, the holders of the Class A common stock are entitled by
class vote, exclusive of all other stockholders, to elect two-sevenths, rounded
up, of the directors to serve on the Board, with each share of the Class A
common stock entitled to one vote.
Currently, the Board consists of:
o the individuals who previously served as directors of Broadcasting;
o Brian Becker, who was appointed to the SFX board of directors upon the
consummation of the PACE acquisition; and
o David Falk, the Chairman and a founder of FAME, who was appointed as a
director and a Member of the Office of the Chairman of SFX upon the
consummation of the FAME acquisition.
All of the individuals who previously served as directors of Broadcasting
ceased to be directors of Broadcasting at the time of the Broadcasting merger.
In addition, SFX appointed Robert Gutkowski and John Boyle as non-voting
observers to the Board. Mr. Gutkowski was appointed upon the consummation of
the Marquee merger and John Boyle was appointed upon the consummation of the
Cellar Door acquisition.
All of the executive officers of Broadcasting entered into five-year
employment agreements with SFX, except D. Geoffrey Armstrong, who resigned as
an executive officer of SFX. See "--Employment Agreements and Arrangements with
Certain Officers and Directors."
The following table sets forth information as to the directors and the
executive officers of SFX:
<TABLE>
<CAPTION>
AGE AS OF
NAME POSITION(S) HELD WITH SFX APRIL 5, 1999
- ------------------------------- ---------------------------------------------- --------------
<S> <C> <C>
Robert F.X. Sillerman ......... Director, Executive Chairman and Member 50
of the Office of the Chairman
Michael G. Ferrel ............. Director, President, Chief Executive Officer 50
and Member of the Office of the Chairman
Brian E. Becker ............... Director, Executive Vice President and 42
Member of the Office of the Chairman
David Falk .................... Director and Member of the Office of the 48
Chairman
Howard J. Tytel ............... Director, Executive Vice President, General 52
Counsel, Secretary and Member of the
Office of the Chairman
Thomas P. Benson. ............. Director, Vice President and Chief Financial 36
Officer
</TABLE>
28
<PAGE>
<TABLE>
<CAPTION>
AGE AS OF
NAME POSITION(S) HELD WITH SFX APRIL 5, 1999
- ------------------------------- ------------------------------------------- --------------
<S> <C> <C>
Richard A. Liese .............. Director, Senior Vice President and 48
Associate General Counsel
D. Geoffrey Armstrong . Director 41
James F. O'Grady, Jr. ......... Director 71
Paul Kramer ................... Director 67
Edward F. Dugan ............... Director 64
Robert M. Gutkowski ........... Non-voting observer to Board of Directors 51
John J. Boyle ................. Non-voting observer to Board of Directors 65
</TABLE>
ROBERT F.X. SILLERMAN has served as the Executive Chairman, a Member of
the Office of the Chairman and a director of SFX since its formation in
December 1997. Mr. Sillerman also served as the Executive Chairman of
Broadcasting from July 1, 1995 until the consummation of the Broadcasting
merger. From 1992 through June 30, 1995, Mr. Sillerman served as Chairman of
the board of directors and Chief Executive Officer of Broadcasting. Mr.
Sillerman is Chairman of the board of directors and Chief Executive Officer of
SCMC, a private company that makes investments in and provides financial
consulting services to companies engaged in the media business, and of TSC, a
private company that makes investments in and provides financial advisory
services to media-related companies. Through privately held entities, Mr.
Sillerman controls the general partner of Sillerman Communications Partners,
L.P., an investment partnership. Mr. Sillerman is also the Chairman of the
board of directors and a founding stockholder of Marquee, which was a
publicly-traded company prior to its merger with SFX in 1999; Marquee is
engaged in various aspects of the sports, news and other entertainment
industries. Mr. Sillerman is also a founder and a significant stockholder of
Triathlon, a publicly-traded company that owns and operates radio stations in
medium and small-sized markets in the mid-western and western United States.
For the last twenty years, Mr. Sillerman has been a senior executive of and
principal investor in numerous entities in the broadcasting business. In 1993,
Mr. Sillerman became the Chancellor of the Southampton campus of Long Island
University.
MICHAEL G. FERREL has served as the President, Chief Executive Officer, a
Member of the Office of the Chairman and a director of SFX since its formation
in December 1997. Mr. Ferrel also served as the President, Chief Executive
Officer and a director of Broadcasting from November 22, 1996 until the
consummation of the Broadcasting merger. Mr. Ferrel served as President and
Chief Operating Officer of Multi-Market Radio, Inc., a wholly-owned subsidiary
of Broadcasting ("MMR"), and a member of MMR's board of directors since MMR's
inception in August 1992 and as Co-Chief Executive Officer of MMR from January
1994 to January 1996, when he became the Chief Executive Officer. From 1990 to
1993, Mr. Ferrel served as Vice President of Goldenberg Broadcasting, Inc., the
former owner of radio station WPKX-FM, Springfield, Massachusetts, which was
acquired by MMR in July 1993.
BRIAN E. BECKER has served as an Executive Vice President, a Member of the
Office of the Chairman and a director of SFX since the consummation of the PACE
acquisition in February 1998. Mr. Becker has served as Chief Executive Officer
of PACE since 1994 and as President of PACE in 1996. He first joined PACE as
the Vice President and General Manager of PACE's theatrical division at the
time of that division's formation in 1982, and subsequently directed PACE's
amphitheater development efforts. He served as Vice Chairman of PACE from 1992
until he was named its Chief Executive Officer in 1994.
29
<PAGE>
DAVID FALK serves as a Member of the Office of the Chairman and a director
of SFX. Mr. Falk serves as a director and as Chairman of SFX's sports group and
several subsidiaries within SFX's sports group, which includes FAME. Mr. Falk,
who has represented professional athletes for over twenty years, is presently a
Director, Chairman and Chief Executive Officer of FAME, positions he has held
since he founded FAME in 1992. Mr. Falk also serves as Chairman of the HTS
Sports-a-Thon to benefit the Leukemia Society of America, is a member of the
Executive Committee of the College Fund and is on the Board of Directors of the
Juvenile Diabetes Foundation and Share the Care for Children.
HOWARD J. TYTEL has served as an Executive Vice President, General
Counsel, Secretary and a director of SFX since its formation in December 1997.
In January 1999, Mr. Tytel was elected as a Member of the Office of the
Chairman. Mr. Tytel also served as a director, General Counsel, Executive Vice
President and Secretary of Broadcasting from 1992 until the consummation of the
Broadcasting merger. Mr. Tytel is Executive Vice President, General Counsel and
a Director of SCMC and TSC and holds an economic interest in those companies.
Mr. Tytel is a Director and a founder of Marquee and a founder of Triathlon.
Mr. Tytel was a Director of Country Music Television from 1988 to 1991. From
March 1995 until March 1997, Mr. Tytel was a Director of Interactive Flight
Technologies, Inc., a publicly-traded company providing computer-based
in-flight entertainment. For the last twenty years, Mr. Tytel has been
associated with Mr. Sillerman in various capacities with entities operating in
the broadcasting business. From 1993 to 1998, Mr. Tytel was Of Counsel to the
law firm of Baker & McKenzie, which represented Broadcasting and currently
represents SFX and other entities with which Messrs. Sillerman and Tytel are
affiliated on various matters.
THOMAS P. BENSON has served as the Vice President, Chief Financial Officer
and a director of SFX since its formation in December 1997. Mr. Benson also
served as the Chief Financial Officer and a director of Broadcasting, having
served in such capacity from November 22, 1996 until the consummation of the
Broadcasting merger. Mr. Benson became the Vice President of Financial Affairs
of Broadcasting in June 1996. He was the Vice President--External and
International Reporting for American Express Travel Related Services Company
from September 1995 to June 1996. From 1984 through September 1995, Mr. Benson
worked at Ernst & Young LLP as a staff accountant, senior accountant, manager
and senior manager.
RICHARD A. LIESE has served as a Senior Vice President since September,
1998, and as a Vice President, Associate General Counsel and a director of SFX
since its formation in December 1997. Mr. Liese also served as a director, Vice
President and Associate General Counsel of Broadcasting, having served in such
capacity from 1995 until the consummation of the Broadcasting merger. Mr. Liese
has also been the Assistant General Counsel and Assistant Secretary of SCMC
since 1988. In addition, from 1993 until April 1995, he served as Secretary of
MMR.
D. GEOFFREY ARMSTRONG has served as a director of SFX since its formation
in December 1997. He served as an Executive Vice President of SFX from its
formation until September 1, 1998. Mr. Armstrong currently serves as a director
of Capstar Broadcasting Corporation, a publicly-traded radio broadcasting
company. Mr. Armstrong also served as the Chief Operating Officer and an
Executive Vice President of Broadcasting, having served in such capacity from
November 22, 1996 until the consummation of the Broadcasting merger. Mr.
Armstrong served as a director of Broadcasting from 1993 until the consummation
of the Broadcasting merger. Mr. Armstrong became the Chief Operating Officer of
Broadcasting in June 1996 and the Chief Financial Officer, Executive Vice
30
<PAGE>
President and Treasurer of Broadcasting in April 1995. Mr. Armstrong was Vice
President, Chief Financial Officer and Treasurer of Broadcasting from 1992
until March 1995. He had been Executive Vice President and Chief Financial
Officer of Capstar, a predecessor of Broadcasting, since 1989. From 1988 to
1989, Mr. Armstrong was the Chief Executive Officer of Sterling Communications
Corporation.
JAMES F. O'GRADY, JR. has served as a director of SFX since its formation
in December 1997. Mr. O'Grady also served as a director of Broadcasting prior
to the consummation of the Broadcasting merger. Mr. O'Grady has been President
of O'Grady and Associates, a media brokerage and consulting company, since
1979. Mr. O'Grady has been a director of Orange and Rockland Utilities, Inc.
and of Video for Broadcast, Inc. since 1991, respectively. Mr. O'Grady has been
the co-owner of Allcom Marketing Corp., a corporation that provides marketing
and public relations services for a variety of clients, since 1985, and has
been Of Counsel to Cahill and Cahill, Brooklyn, New York, since 1986. He also
served on the Board of Trustees of St. John's University from 1984 to 1996, and
has served as a director of The Insurance Broadcast System, Inc. since 1994.
PAUL KRAMER has served as a director of SFX since its formation in
December 1997, served as a director of Broadcasting prior to the Broadcasting
merger and currently serves as a director of Nations Flooring, Inc. Mr. Kramer
has been a partner in Kramer & Love, financial consultants specializing in
acquisitions, reorganizations and dispute resolution, since 1994. From 1992 to
1994, Mr. Kramer was an independent financial consultant. Mr. Kramer was a
partner in the New York office of Ernst & Young LLP from 1968 to 1992.
EDWARD F. DUGAN has served as a director of SFX since its formation in
December 1997. Mr. Dugan also served as a director of Broadcasting prior to the
Broadcasting merger. Mr. Dugan is President of Dugan Associates Inc., a
financial advisory firm to media and entertainment companies, which he founded
in 1991. Mr. Dugan was an investment banker with Paine Webber Inc., as a
Managing Director, from 1978 to 1990, with Warburg Paribas Becker Inc., as
President, from 1975 to 1978 and with Smith Barney Harris Upham & Co., as a
Managing Director, from 1961 to 1975.
ROBERT M. GUTKOWSKI has served as a non-voting observer to the board of
directors of SFX since March 1999. Mr. Gutkowski served as President, Chief
Executive Officer and a director of Marquee from December 1995 until the
consummation of the Marquee merger. Since March 1997, Mr. Gutkowski has been a
member of the board of directors of the Professional Bowlers Association. Mr.
Gutkowski has more than 20 years of experience in the television, sports and
entertainment industries. From September 1994 until December 1995, Mr.
Gutkowski was a consultant to sports-related businesses. From November 1991 to
September 1994, he served as President and Chief Executive Officer of Madison
Square Garden Corporation, where he oversaw the operations of the New York
Knicks, the New York Rangers, the MSG Entertainment Group, the MSG Cable
Network, Madison Square Garden and the Paramount Theater. From July 1990 to
November 1991, Mr. Gutkowski served as President of MSG Entertainment Group,
having served as Executive Vice President thereof from September 1987 to July
1990. From October 1985 to September 1987, he served as President of Madison
Square Garden Network. Prior to his tenure at Madison Square Garden, Mr.
Gutkowski was Vice President-Sales for Paramount Television Domestic
Distribution. From February 1981 to September 1983, Mr. Gutkowski was Vice
President-Programming for ESPN.
JOHN J. BOYLE has served as a non-voting observer to the board of
directors of SFX and the Chairman of SFX's Music Group since February 1999. Mr.
Boyle currently serves as the
31
<PAGE>
Chief Executive Officer and Chairman of the board of directors of Cellar Door.
Mr. Boyle purchased Cellar Door in 1963, and has been in the concert promotion
business for over thirty years.
AUDIT COMMITTEE
The Audit Committee reviews and reports to the Board on various auditing
and accounting matters, including the selection, quality and performance of
SFX's internal and external accountants and auditors, the adequacy of its
financial controls and the reliability of financial information reported to the
public. The Audit Committee also reviews certain related-party transactions and
potential conflict-of-interest situations involving officers, directors or
stockholders of SFX. The members of the Audit Committee are Messrs. Kramer,
O'Grady and Dugan.
COMPENSATION COMMITTEE
The Compensation Committee reviews and makes recommendations with respect
to certain SFX compensation programs and compensation arrangements with respect
to certain officers, including Messrs. Sillerman, Ferrel, Tytel, Benson and
Liese. The members of the Compensation Committee are Messrs. Kramer, O'Grady
and Dugan, none of whom is a current or former employee or officer of
Broadcasting or SFX.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Board approved the issuance of shares of Class A common stock to
holders, as of the SFX spin-off record date, of stock options or SARs of
Broadcasting, whether or not vested. These holders included the members of the
Compensation Committee. The issuance was approved to allow the holders of these
options and SARs to participate in the SFX spin-off in a similar manner as
holders of Broadcasting's Class A common stock and as consideration for past
services to SFX. In connection with this issuance, Mr. Kramer received 13,000
shares of Class A common stock, Mr. O'Grady received 13,000 shares of Class A
common stock and Mr. Dugan received 3,000 shares of Class A common stock.
STOCK OPTION COMMITTEE
The Stock Option Committee grants options, determines which employees and
other individuals performing substantial services to SFX may be granted options
and determines the rights and limitations of options granted under SFX's plans.
The members of the Stock Option Committee are Messrs. Kramer, O'Grady and
Dugan.
32
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
FOR THE YEAR ENDED DECEMBER 31, 1998
The following table sets forth the annual and long-term compensation
earned by the Executive Chairman and SFX's four other most highly compensated
executive officers (the "Named Executive Officers") during 1998. SFX did not
pay any compensation to its executive officers in 1997 or 1996.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
--------------------- --------------------------------
SECURITIES
UNDERLYING
RESTRICTED STOCK OPTION
NAME AND POSITION SALARY(1) BONUS AWARDS(2) AWARDS(#)
- ---------------------------------------- ----------- ------- ------------------ -----------
<S> <C> <C> <C> <C>
Robert F.X. Sillerman $291,667 -- $14,250,000 620,000
Executive Chairman and Member of the
Office of the Chairman
Michael G. Ferrel 204,167 -- 4,275,000 225,000
President, Chief Executive Officer and
Member of the Office of the Chairman
Brian E. Becker 245,000 -- -- 75,000
Executive Vice President and Member of
the Office of the Chairman
David Falk 183,750 -- -- 100,000
Member of the Office of the Chairman
Howard J. Tytel 175,000 -- 2,280,000 105,000
Executive Vice President, General
Counsel, Secretary and Member of the
Office of the Chairman
</TABLE>
- ----------
(1) SFX began compensating Messrs. Sillerman and Ferrel upon the consummation
of the Broadcasting merger, which occurred on May 29, 1998. SFX began
compensating Mr. Falk on June 4, 1998, upon the consummation of the FAME
acquisition. SFX began compensating Mr. Tytel on June 1, 1998. SFX began
compensating Mr. Becker upon the consummation of the PACE acquisition,
which occurred on February 25, 1998. See "Certain Relationships and
Related Party Transactions" for additional transactions between SFX and
the Named Executive Officers.
(2) In connection with entering into new employment agreements, SFX awarded
Mr. Sillerman 500,000 and Mr. Ferrel 150,000 restricted shares of Class B
common stock and Mr. Tytel was awarded 80,000 restricted shares of Class
A common stock. Each such indiviual paid $2.00 per share for such
restricted stock. The price of Class A common stock, as reported on the
Nasdaq National Market, was $30.50. The value of the shares of restricted
stock is reported in the table above. On December 31, 1998, the closing
price of Class A common stock, as reported on the Nasdaq National Market,
was $54.875. On December 31, 1998, the value of the shares of restricted
stock held by Messrs. Sillerman, Ferrel and Tytel was $26,437,500,
$7,931,250 and $4,230,000, respectively. All calculations of the value of
the restricted stock assumes that the shares of Class B common stock are
equal in value to the shares of Class A common stock.
In addition to the foregoing, SFX has approved the issuance of stock
options to the Named Executive Officers under the newly adopted incentive stock
option plan, which is subject to stockholder approval. SFX expects to submit
such stock option plan for stockholder approval at its annual meeting scheduled
to be held in the spring of 1999. See "--Proposed Stock Option Plan."
33
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION
VALUES
The following table sets forth, for each of the Named Executive Officers,
certain information concerning the exercise of stock options during 1998,
including the year-end value of unexercised options.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED IN-
OPTIONS AT THE-MONEY OPTIONS
FY-END (#) AT FY-END ($)(1)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) VALUE REALIZED ($) UNEXERCISABLE UNEXERCISABLE
- ----------------------- ----------------- -------------------- --------------- ------------------
<S> <C> <C> <C> <C>
Robert F.X. Sillerman 0 0 0/620,000 0/15,268,750
Michael G. Ferrel 0 0 0/225,000 0/5,562,500
Brian E. Becker 0 0 0/75,000 0/1,225,000
David Falk 0 0 0/100,000 0/1,325,500
Howard J. Tytel 0 0 0/105,000 0/2,588,125
</TABLE>
- ----------
(1) Calculated by determining the difference between the closing price of
Class A common stock as reported on the Nasdaq National Market on
December 31, 1998 ($54.875) and the exercise price of the options.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information with respect to each grant of
stock options during 1998 to the Named Executive Officers.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE AT
------------------------------------------------------------- ASSUMED ANNUAL RATES OF STOCK
PRICE APPRECIATION
NUMBER OF % OF TOTAL SECURITIES OPTIONS FOR OPTION TERM (10 YEARS)(1)
UNDERLYING GRANTED TO EXERCISE OR ---------------------------------
OPTIONS/ EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SHARE)(2) DATE (3) 5%($) 10%($)
- ----------------------- ------------- -------------- -------------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Robert F.X. Sillerman 250,000 12.9% $ 43.25 5/27/08 $6,812,500 $17,192,500
250,000 12.9 29.125 4/27/08 4,586,250 11,576,250
120,000 6.2 5.50 1/15/08 416,400 1,050,000
Michael G. Ferrel 100,000 5.2 43.25 5/27/08 2,725,000 6,877,000
75,000 3.9 29.125 4/27/08 1,375,875 3,472,875
50,000 2.6 5.50 1/15/08 173,500 437,500
Brian E. Becker 50,000 2.6 43.25 5/27/08 1,362,500 3,438,500
25,000 1.3 29.125 4/27/08 458,625 1,157,625
David Falk 100,000 5.2 41.62 6/4/08 2,622,000 6,618,000
Howard J. Tytel 50,000 2.6 43.25 5/27/08 1,362,500 3,438,500
30,000 1.6 29.125 4/27/08 550,350 1,389,150
25,000 1.3 5.50 1/15/08 86,250 218,750
</TABLE>
- ----------
(1) The dollar gains under these columns result from calculations required by
the Commission and assume 5% and 10% growth rates in the trading prices
of the Class A common stock. The figures given are not intended to
forecast future price appreciation of the Class A common stock. The gains
reflect a future value based upon growth at these prescribed rates.
(2) The $43.25 and $29.125 exercise prices represent the fair market value of
a share of Class A common stock on the date of grant. On January 15, 1998
the shares of Class A common stock had not yet commenced trading on the
Nasdaq National Market System. The Board of Directors of SFX determined
that $5.50 was the fair market value of a share of Class A common stock
on January 15, 1998.
(3) The stock options which expire on April 27, 2008 and May 27, 2008 vest
over five years, starting one year from their date of grant. The stock
options which expire on January 15, 2008 and June 4, 2008 vest entirely
on the first anniversary of their date of grant.
34
<PAGE>
SFX has also entered into certain agreements and arrangements with their
officers and directors from time to time in the past. See "Certain
Relationships and Related Transactions."
STOCK OPTION AND RESTRICTED STOCK PLAN
SFX's 1998 Stock Option and Restricted Stock Plan provides for the
issuance of options to purchase up to 2,000,000 shares of Class A common stock.
The purpose of the plan is to provide additional incentive to officers and
employees of SFX. Each option granted under the plan will be designated at the
time of grant as either an "incentive stock option" or a "non-qualified stock
option." The plan is administered by the Stock Option Committee. The Board has
approved the issuance of stock options exercisable for an aggregate of
1,982,166 shares under the plan. See "--Employment Agreements and Arrangements
with Certain Officers and Directors" and "--Option Grants."
PROPOSED STOCK OPTION PLAN
Following a recommendation of SFX's Compensation Committee, SFX has,
subject to stockholder approval, adopted a new incentive stock option plan
providing for the issuance of options to purchase up to 3,000,000 shares of
Class A common stock to officers and employees of SFX. The purpose of the plan
is to provide additional incentive to officers and employees of SFX. In October
1998, SFX's Stock Option Committee approved the grant of options to purchase
approximately 2.4 million shares to officers and employees of SFX, subject to
stockholder approval of the new plan. The exercise price, based upon the then
current market price of Class A common stock, would be $24 1/8 per share. Such
options would vest 20% each year beginning on the first anniversary of the
grant date in October 1998. SFX anticipates that the proposed stock option plan
will be submitted to a vote of the stockholders at SFX's first annual meeting
scheduled to be held in the spring of 1999.
COMPENSATION OF DIRECTORS
Directors employed by SFX receive no compensation for attending meetings.
Each non-employee director receives a fee of $1,500 for each Board meeting
which he attends and is reimbursed for travel expenses. Each non-employee
director who is also a member of a committee receives an additional $1,500 for
each committee meeting he attends that is not held in conjunction with a Board
meeting. If the committee meeting occurs in conjunction with a Board meeting,
each committee member receives $500 for attending the committee meeting.
In addition, SFX adopted a deferred compensation plan for the non-employee
directors effective as of January 1, 1998. Pursuant to the plan, SFX pays each
non-employee director a quarterly retainer of $7,500, at least one-half of
which must be paid in shares of Class A common stock which are credited to a
book-entry account maintained by SFX for each participant. Each non-employee
director's account was initially credited with 5,455 shares of Class A common
stock representing one year's annual retainer fee based upon $5.50 per share.
The Board, other than Messrs. Kramer, O'Grady and Dugan, also approved the
issuance of stock options to purchase 2,500 shares of Class A common stock to
each of Messrs. Kramer, O'Grady and Dugan. The options will vest in one year
and will have an exercise price of $5.50 per share.
EMPLOYMENT AGREEMENTS AND ARRANGEMENTS WITH CERTAIN OFFICERS AND DIRECTORS
SFX has entered into employment agreements with each of its executive
officers. The employment agreements became effective upon the Broadcasting
merger or shortly thereafter, except for Mr. Becker's employment agreement,
which is described below.
35
<PAGE>
AGREEMENTS WITH MESSRS. SILLERMAN, FERREL, TYTEL AND BENSON
The respective employment agreements provide for annual base salaries of
$500,000 for Mr. Sillerman, $350,000 for Mr. Ferrel, $300,000 for Mr. Tytel and
$235,000 for Mr. Benson, increased annually by the greater of five percent or
the rate of inflation. Each executive officer will receive a bonus to be
determined annually in the discretion of the Board, on the recommendation of
its Compensation Committee. Each employment agreement is for a term of five
years, and unless terminated or not renewed by either party, the term will
continue thereafter on a year-to-year basis on terms identical to those at the
time of renewal.
If an executive officer is terminated by SFX without Cause or if there is
a Constructive Termination Without Cause as such terms are defined in the
respective employment agreements then such executive officer will be entitled
to receive the following payments:
o base salary for a period of three years following his termination or
until the end of the term of the employment agreement, whichever is
longer;
o a bonus for the unexpired term of the agreement, based on the bonus
received for the year before termination, multiplied by the unexpired
term; and
o options to purchase shares of Class A common stock.
If the executive officer is terminated for any reason other than Cause,
or if there is a Constructive Termination Without Cause as such terms are
defined in the respective employment agreements following a change in control
of SFX, then the executive officer will be entitled to receive, in addition to
the foregoing, additional options to purchase shares of Class A common stock.
SFX has also agreed to indemnify the executive officers for taxes incurred if
any of the change of control payments are deemed "parachute payments" under the
Internal Revenue Code. Mr. Tytel's agreement permits him or SFX to end his
employment after one year, in which case all of his options would immediately
vest, he would receive two years' salary paid in a lump sum and would be
granted options to purchase between 25,000 and 50,000 shares of Class A common
stock at the lowest exercise price of any options granted by SFX during that
year.
In connection with entering into the employment agreements, SFX sold
shares of restricted stock at a purchase price of $2.00 per share to Messrs.
Sillerman, Ferrel, Tytel and Benson. In addition, the Board, on the review and
recommendation of the Compensation Committee, also approved the issuance of
stock options exercisable for shares of Class A common stock to such executive
officers. See "--Summary Compensation Table" and "--Option Grants in Last Fiscal
Year."
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<PAGE>
Upon the Broadcasting merger, SFX assumed Broadcasting's obligations
arising under the employment agreements or arrangements between Broadcasting
and SFX's executive officers, with certain exceptions. See "Certain
Relationships and Related Transactions--Assumption of Employment Agreements;
Certain Change of Control Payments."
BECKER EMPLOYMENT AGREEMENT
As a condition to execution of the PACE agreement, SFX entered into an
employment agreement with Brian Becker, the Chief Executive Officer and
President of PACE. The agreement has a term of five years that commenced on
February 25, 1998. Mr. Becker continues to be President and Chief Executive
Officer of PACE. In addition, for the term of his employment, Mr. Becker will
serve as a member of SFX's Office of the Chairman, an Executive Vice President
of SFX and a director of each of PACE and SFX, subject to shareholder approval.
During the term of his employment, Mr. Becker will receive a base salary of
$294,000 for the first year, $313,760 for each of the second and third years
and $334,310 for each of the fourth and fifth years and an annual bonus at the
discretion of the Board.
SFX has agreed that it will not sell either the theatrical or motor sports
lines of business of PACE before February 25, 1999. If SFX sells one of the
lines of business after the first anniversary, it has agreed not to sell the
other line of business before March 11, 2000. Mr. Becker's employment agreement
gives him a right of first refusal if, between February 25, 1999 and February
25, 2000, SFX receives a bona fide offer from a third party to purchase all or
substantially all of either the theatrical or motor sports lines of business at
a price equal to 95% of the proposed purchase price. The Fifth Year Put Option
(as defined in the PACE acquisition agreement) will also be immediately
exercisable as of such closing. If Mr. Becker does not exercise his right of
first refusal and either of the theatrical or motor sports lines of business is
sold, then he will have an identical right of first refusal for the sale of the
remaining line of business beginning on February 25, 2000, and ending August
25, 2000. If Mr. Becker does not exercise his right of first refusal and if SFX
does not consummate the proposed sale, he will be paid an administrative fee of
$100,000. Mr. Becker would thereafter retain all rights to Becker's right of
first refusal.
Beginning on December 12, 1999, Mr. Becker will have the option (the
"Becker Second Year Option"), exercisable within 15 days thereafter, to one or
more of the following:
o to sell to SFX any stock or options and/or any compensation to be paid
to Mr. Becker by SFX;
o to become a consultant to SFX for no more than an average of 20 hours
per week for the remainder of the term at the same level of compensation
set forth in his employment agreement; or
o to acquire PACE's motor sports line of business--or, if that line of
business was previously sold, PACE's theatrical line of business--at its
fair market value as determined in his employment agreement.
Exercise of the Becker Second Year Option would result in the termination
of Mr. Becker's employment agreement.
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<PAGE>
Mr. Becker's employment agreement may be terminated by SFX for Cause, as
defined in the agreement, by SFX upon Mr. Becker's death or permanent
disability, by Mr. Becker at any time for any reason or upon exercise of the
Becker Second Year Option.
In addition, Mr. Becker's employment may be terminated by SFX at any time
in SFX's sole discretion or by Mr. Becker at any time after one of the
following, among other things:
o failure to elect or re-elect Mr. Becker as a director of SFX;
o a reduction in Mr. Becker's base salary or in the formula to calculate
his bonus;
o discontinuation of Mr. Becker's participation in any stock option,
bonus or other employee benefit plan;
o the sale of either the motor sports or theatrical line of business to
any person other than Mr. Becker before March 7, 2000, unless Mr. Becker
elected not to exercise Becker's right of first refusal;
o the sale of all or substantially all of the assets of PACE;
o a change of control of SFX; or
o the failure by SFX to contribute any acquired business, which derives a
majority of its revenues from either a theatrical or motor sports line
of business, to PACE.
If Mr. Becker's employment is terminated, then, among other things:
o from the date of termination until February 25, 2003, SFX must pay Mr.
Becker the base salary and any bonus to which he would otherwise be
entitled and Mr. Becker will be entitled to participate in all of the
profit-sharing, retirement income, stock purchase, savings and executive
compensation plans to the same extent he would otherwise have been
entitled to participate;
o for one year after the date of termination, SFX will maintain Mr.
Becker's life, accident, medical, health care and disability programs or
arrangements and provide Mr. Becker with use of the same office and
related facilities; and
o if the termination occurs before March 11, 2000, Mr. Becker will retain
the Becker Second Year Option and Becker's right of first refusal.
Throughout the term of his employment and for a period of 18 months
thereafter, Mr. Becker has agreed not to, directly or indirectly, engage in any
activity or business that is directly competitive with SFX or its affiliates or
solicit any employees to leave SFX or its affiliates. However, these
restrictions will not apply if Mr. Becker exercises his rights, or SFX breaches
its obligations, with respect to Becker's right of first refusal or the Becker
Second Year Option.
FALK EMPLOYMENT AGREEMENT
On April 29, 1998, SFX entered into an employment agreement with David
Falk. The agreement has a term of five years commencing June 4, 1998. Mr. Falk
is the Chairman of FAME and SFX's Sports Group and is a Member of the Office of
Chairman of SFX and a director of SFX. Pursuant to the agreement, Mr. Falk
directs the day to day operations of FAME and SFX's Sports Group and any other
sports businesses acquired by SFX. The agreement provides for an annual base
salary of $315,000, reviewed annually and increased by a minimum of 4.0% per
year. In addition, Mr. Falk will be considered for an annual bonus consistent
with the bonuses given to other senior executives of SFX. Mr. Falk received an
option to purchase 100,000 shares of Class A common stock at an exercise price
of $41.62 per share. The option will fully vest on June 4, 1999. In addition,
SFX has agreed to make annual stock option grants to Mr. Falk to purchase at
least 30,000 shares of Class A common stock in the first four years of his
employment agreement.
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<PAGE>
SFX may terminate Mr. Falk's employment at any time With or Without Cause,
as defined in the agreement. If the agreement is terminated for any reason
other than a voluntary termination or termination for cause, then:
o all stock options granted pursuant to the agreement will immediately
vest and become exercisable;
o any remaining stock options to be granted pursuant to the agreement
will immediately be granted and will vest and become exercisable; and
o SFX will be obligated to pay Mr. Falk his base salary and annual
bonuses at a rate equal to 50% of his base salary through the original
term of the agreement, as well as certain additional benefits.
In addition, if a Change in Control, as defined in the agreement, occurs, SFX
may be required to pay a portion of certain taxes incurred by Mr. Falk as a
result of the Change of Control.
For one year following the termination of the employment agreement by Mr.
Falk or termination by SFX for Cause, as defined in the agreement, except in
certain events, Mr. Falk has agreed that he will not become employed in any
capacity by, or become an officer, director, shareholder or general partner of
any entity that competes with any material business of FAME as conducted as of
the closing date of the FAME acquisition and he will not solicit any employee
of SFX or any entities that are directly or indirectly controlled by SFX to
leave such employment.
In the past, SFX and Broadcasting have also entered into certain
additional agreements and arrangements with their officers and directors. See
"Certain Relationships and Related Transactions."
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<PAGE>
PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding ownership of SFX's
common stock as of April 4, 1999, by each executive officer of SFX, each
director of SFX, the directors and executive officers of SFX as a group and
each person known by SFX to own beneficially more than 5% of any class of SFX's
common stock.
<TABLE>
<CAPTION>
CLASS A CLASS B
COMMON STOCK COMMON STOCK
--------------------------------- --------------------------------- PERCENT OF
NAME AND ADDRESS OF NUMBER OF PERCENT OF NUMBER OF PERCENT OF TOTAL VOTING
BENEFICIAL OWNER(1) SHARES CLASS SHARES CLASS POWER
- ----------------------------------- ------------------ ------------ ------------------ ------------ -------------
<S> <C> <C> <C> <C> <C>
Directors and Executive
Officers:
Robert F.X. Sillerman ............. 2,875,704(2) 8.0% 1,524,168(2) 89.8% 34.4%
Michael G. Ferrel ................. 180,303(3) * 172,169(3) 10.2 3.6
Brian E. Becker ................... 44,402(4) * -- -- *
David Falk ........................ 425,000(5) 1.2 -- -- *
Howard J. Tytel ................... 486,340(6) 1.4 -- -- *
Thomas P. Benson .................. 29,833(7) * -- -- *
Richard A. Liese .................. 4,800(8) * -- -- *
D. Geoffrey Armstrong ............. 192,133(9) * -- -- *
James F. O'Grady, Jr. ............. 17,272(10) * -- -- *
Paul Kramer ....................... 18,422(11) * -- -- *
Edward F. Dugan ................... 8,422(10) * -- -- *
All directors and executive
officers as a group
(11 persons) ..................... 3,796,291 10.6% 1,697,037 100.0% 39.2%
5% Stockholders:
Ark Asset Management Co.
Inc.(12)
125 Broad Street
New York, New York 10004 ......... 2,230,000 6.3% -- -- 4.2%
</TABLE>
- ----------
* Less than 1%
(1) Unless otherwise set forth above, the address of each stockholder is the
address of SFX, which is 650 Madison Avenue, 16th Floor, New York, New
York 10022. Pursuant to Rule 13d-3 of the Exchange Act, as used in this
table, "beneficial ownership" means the sole or shared power to vote, or
to direct the disposition of, a security, and a person is deemed to have
"beneficial ownership" of any security that the person has the right to
acquire within 60 days of April 4, 1999. Unless noted otherwise,
information as to beneficial ownership is based on statements furnished
to SFX by the beneficial owners, and stockholders possess sole voting and
dispositive power with respect to shares listed on this table. As of
April 4, 1999, there were issued and outstanding 35,548,238 shares of
Class A common stock and 1,697,037 shares of Class B common stock.
(2) Includes 39,343 shares of Class A common stock held by SCMC, warrants to
purchase an aggregate of 5,329 shares of Class A common stock and options
to purchase an aggregate of 157,957 shares of Class A common stock held
by Mr. Sillerman which are, or will become, exercisable within 60 days of
April 4, 1999. Also includes 458,213 shares of Class A common stock,
warrants to purchase 941 shares of Class A common stock and options to
purchase 27,185 shares of Class A common stock held by Mr. Tytel that Mr.
Sillerman has the right to vote. Excludes options to purchase an
aggregate of 489,060 shares of Class A common stock held by Mr. Sillerman
which are not exercisable within 60 days of April 4, 1999. If the
1,524,168 shares of Class B common stock held by Mr. Sillerman were
included in calculating his ownership of the Class A common stock, Mr.
Sillerman would beneficially own 4,399,872 shares of Class A common
stock, representing approximately 11.8% of the class. See
"Management--Employment Agreements and Arrangements with Certain Officers
and Directors."
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<PAGE>
(3) Includes options to purchase an aggregate of 51,566 shares of Class A
common stock held by Mr. Ferrel which are, or will become, exercisable
within 60 days of April 4, 1999. Excludes options to purchase an
aggregate of 173,334 shares of Class A common stock held by Mr. Ferrel
which are not exercisable within 60 days of April 4, 1999. If the 172,869
shares of Class B common stock held by Mr. Ferrel were included in
calculating his ownership of Class A common stock, then Mr. Ferrel would
beneficially own 353,172 shares of Class A common stock, representing
less than 1% of the class upon closing of this offering. See
"Management--Employment Agreements and Arrangements with Certain Officers
and Directors."
(4) Includes options to purchase an aggregate of 15,000 shares of Class A
common stock held by Mr. Becker which will become exercisable within 60
days of April 4, 1999. Excludes options to purchase an aggregate of
65,000 shares of Class A common stock held by Mr. Becker which are not
exercisable within 60 days of April 4, 1999.
(5) Includes options to purchase an aggregate of 100,000 shares of Class A
common stock held by Mr. Falk which will become exercisable within 60
days of April 4, 1999.
(6) Includes warrants to purchase an aggregate of 941 shares of Class A
common stock and options to purchase an aggregate of 27,185 shares of
Class A common stock held by Mr. Tytel which are, or will become,
exercisable within 60 days of April 4, 1999. Excludes options to purchase
an aggregate of 109,049 shares of Class A common stock held by Mr. Tytel
which are not exercisable within 60 days of April 4, 1999. Mr. Tytel also
has an economic interest in SCMC, which beneficially owns 39,343 shares
of Class A common stock, although he lacks voting or dispositive power
with respect to the shares beneficially held by SCMC. Mr. Sillerman has
the right to vote all of the shares of Class A common stock beneficially
owned by Mr. Tytel. See "Management--Employment Agreements and
Arrangements with Certain Officers and Directors."
(7) Includes options to purchase an aggregate of 10,833 shares of Class A
common stock held by Mr. Benson which are, or will become, exercisable
within 60 days of April 4, 1999. Excludes options to purchase an
aggregate of 39,167 shares of Class A common stock held by Mr. Benson
which are not exercisable within 60 days of April 4, 1999.
(8) Includes options to purchase an aggregate of 2,000 shares of Class A
common stock held by Mr. Liese which will become exercisable within 60
days of April 4, 1999. Excludes options to purchase an aggregate of 8,000
shares of Class A common stock held by Mr. Liese which are not
exercisable within 60 days of April 4, 1999.
(9) Includes options to purchase an aggregate of 30,333 shares of Class A
common stock held by Mr. Armstrong which are, or will become, exercisable
within 60 days of April 4, 1999. Excludes options to purchase an
aggregate of 94,667 shares of Class A common stock held by Mr. Armstrong
which are not exercisable within 60 days of April 4, 1999.
(10) Includes options to purchase an aggretate of 2,500 shares of Class A
common stock held by each of Messrs. O'Grady and Dugan which are
currently exercisable. Excludes 3,455 shares credited to each of these
individuals' accounts in the deferred compensation plan for non-employee
directors.
(11) Excludes 5,455 shares credited to Mr. Kramer's account in the deferred
compensation plan for non-employee directors.
(12) Based on information contained on a Schedule 13G filed with the
Commission on February 4, 1999.
POSSIBLE CHANGE IN CONTROL
Mr. Sillerman has pledged an aggregate of 793,401 of his shares of Class B
common stock as collateral for a line of credit, under which he currently has
no outstanding borrowings. He continues to be entitled to exercise voting and
consent rights with respect to the pledged shares, with certain restrictions.
However, if he defaults in the payment of any future loans extended to him
under the line of credit, the bank will be entitled to sell the
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<PAGE>
pledged shares. Although the Class B common stock has 10 votes per share in
most matters, the pledged shares will automatically convert into shares of
Class A common stock upon such a sale. Such a sale of the pledged shares would
reduce Mr. Sillerman's share of the voting power of SFX's common stock, and
would therefore be likely to result in a change of control of SFX. See "Risk
Factors--Risks Relating to the Notes--SFX may not have the funds necessary to
finance a change of control offer for the notes."
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<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
POTENTIAL CONFLICTS OF INTEREST
Pursuant to the employment agreement entered into between Brian Becker and
SFX in connection with the acquisition of PACE, Mr. Becker has the option,
exercisable within 15 days after February 25, 2000, to purchase SFX's motor
sports line of business or, if that line of business has been sold, SFX's
theatrical line of business -- at its then fair market value. Exercise of such
option would result in the termination of Mr. Becker's employment agreement.
Mr. Becker's option may present a conflict of interest in his role as a
director of SFX. See "Risk Factors--Company Specific Risks--SFX may be forced
to sell some of its subsidiaries, which may prevent SFX from realizing the full
value of these subsidiaries" and "Management."
AGREEMENTS PRIOR TO THE SPIN-OFF
In January 1998, to retain the services of certain officers and directors
of SFX and, if necessary, to facilitate Broadcasting's ability to pursue an
alternative transaction to the SFX spin-off, as contemplated in the
Broadcasting merger agreement, SFX reached an agreement with such individuals
to waive the individuals' right to receive shares of SFX in the spin-off in
return for the right to receive one share of Class A common stock regardless of
the number of shares that were otherwise distributable in the spin-off or, in
an alternative transaction, receive $4.20 in value of stock of the acquiring
company or $4.20 in cash depending on the circumstances for each share of
Broadcasting common stock held by them or were entitled to receive. The amount
of $4.20 was based on the value attributed to the Class A common stock in the
fairness opinion obtained by Broadcasting in connection with the Broadcasting
merger. If the spin-off was consummated, SFX was permitted to satisfy its
obligations by delivering shares in connection with the spin-off. The following
table sets forth the executive officers and directors who entered into such an
agreement, along with the number of shares of Broadcasting common stock that
they held or were entitled to receive:
<TABLE>
<CAPTION>
NAME SHARES OF SFX BROADCASTING
- --------------------------------------- ----------------------------------
<S> <C>
Robert F.X. Sillerman .......... 1,326,248 of Class A common stock
1,024,168 of Class B common stock
Michael G. Ferrel .............. 98,637 of Class A common stock
22,869 of Class B common stock
Howard J. Tytel ................ 248,615 of Class A common stock
Thomas P. Benson ............... 9,000 of Class A common stock
Richard A. Liese ............... 2,800 of Class A common stock
D. Geoffrey Armstrong .......... 161,800 of Class A common stock
James F. O'Grady, Jr. .......... 14,772 of Class A common stock
Paul Kramer .................... 15,922 of Class A common stock
Edward F. Dugan ................ 5,922 of Class A common stock
</TABLE>
In accordance with this agreement, SFX's obligations were deemed satisfied
upon delivery of the shares in connection with the SFX spin-off. No cash
payment was made.
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<PAGE>
ASSUMPTION OF EMPLOYMENT AGREEMENTS; CERTAIN CHANGE OF CONTROL PAYMENTS
Pursuant to the terms of the distribution agreement, at the time of the
consummation of the Broadcasting merger, SFX assumed all obligations under any
employment agreement or arrangement between Broadcasting, or any of its
subsidiaries, and any employee of SFX, including Messrs. Sillerman and Ferrel,
other than obligations relating to Messrs. Sillerman's and Ferrel's change of
control options and existing rights to indemnification. These assumed
obligations included the obligation to make cash payments aggregating
approximately $3.3 million to Mr. Sillerman, $1.5 million to Mr. Ferrel and
$200,000 to Mr. Benson after the termination of their employment with
Broadcasting following the Broadcasting merger. SFX has paid these amounts. In
addition, SFX's assumed obligations include the duty to indemnify Messrs.
Sillerman and Ferrel to the extent permitted by law for one-half of the cost of
any excise tax that may be assessed against them for any change-of-control
payments made to them by Broadcasting in connection with the Broadcasting
merger.
INDEMNIFICATION OF MR. SILLERMAN
On August 24, 1997, Mr. Sillerman entered into an agreement with
Broadcasting and the Broadcasting buyer to waive his right to receive
indemnification, except to the extent covered by directors' and officers'
insurance, from Broadcasting, its subsidiaries, the Broadcasting buyer and its
subsidiaries for claims and damages arising out of the Broadcasting merger and
related transactions. Mr. Sillerman's employment agreement with SFX provides
that SFX will indemnify Mr. Sillerman for these claims and damages to the
fullest extent permitted by applicable law.
RELATIONSHIP BETWEEN HOWARD J. TYTEL AND BAKER & MCKENZIE
Howard J. Tytel, who is the Executive Vice President, General Counsel,
Secretary, Member of the Office of the Chairman and a director of SFX, was "Of
Counsel" to the law firm of Baker & McKenzie from 1993 to May 31, 1998. Mr.
Tytel was also an executive vice president, the general counsel and a director
of Broadcasting. Baker & McKenzie served as counsel to Broadcasting and
currently serves as counsel to SFX, Marquee and certain other
44
<PAGE>
affiliates of Mr. Sillerman. Baker & McKenzie formerly compensated Mr. Tytel
based, in part, on the fees it received from providing legal services to
Broadcasting, SFX, Marquee, other affiliates of Mr. Sillerman and other clients
introduced to the firm by Mr. Tytel. Baker & McKenzie has agreed to a severance
arrangement with Mr. Tytel, which is not based on fees received by Baker &
McKenzie. From April 27, 1998, the date of the spin-off, until May 31, 1998,
SFX incurred and paid Baker & McKenzie approximately $1.5 million for legal
services. SFX believes that this arrangement was as fair to SFX as any that
could have been obtained from an unrelated party on an arms-length basis.
ARRANGEMENT BETWEEN ROBERT F.X. SILLERMAN AND HOWARD J. TYTEL
Since 1978, Messrs. Sillerman and Tytel have been jointly involved in
numerous business ventures, including SCMC, TSC, MMR, Triathlon, Marquee,
Broadcasting and SFX. In consideration for certain services provided by Mr.
Tytel in connection with those ventures, Mr. Tytel has generally received from
Mr. Sillerman either a minority equity interest in the businesses, with Mr.
Sillerman retaining the right to control the voting and disposition of Mr.
Tytel's interest, or cash fees in an amount mutually agreed upon. Although
Broadcasting did not compensate Mr. Tytel directly, except for ordinary fees
paid to him in his capacity as a director, he receives compensation from TSC
and SCMC, companies controlled by Mr. Sillerman, as well as from Mr. Sillerman
personally, with respect to the services he provides to various entities
affiliated with Mr. Sillerman, including Broadcasting. In 1997, these cash fees
aggregated approximately $5.0 million. In connection with the consummation of
the Broadcasting merger and certain related transactions, Mr. Tytel received
308,374 shares of SFX's Class A common stock, with Mr. Sillerman retaining the
right to vote these shares, and cash fees from TSC, SCMC and Mr. Sillerman
personally. Mr Tytel has also granted Mr. Sillerman the right to vote all other
shares of SFX Class A common stock beneficially owned by him. In addition, Mr.
Tytel continues to have an economic interest in SCMC, which beneficially owns
39,343 shares of Class A common stock. See "--Assumption of Employment
Agreements; Certain Change of Control Payments" and "--Employment Agreements."
TRIATHLON FEES
SCMC, a corporation controlled by Mr. Sillerman and in which Mr. Tytel has
an equity interest, has an agreement to provide consulting and marketing
services to Triathlon, a publicly-traded company in which Mr. Sillerman is a
significant stockholder. Under the terms of the agreement, SCMC has agreed to
provide consulting and marketing services to Triathlon until June 1, 2005 for
an annual fee of $500,000, together with a refundable advance of $500,000 per
year against fees earned in respect of transactional investment banking
services. Triathlon paid fees of $3,000,000 for the year ended December 31,
1996, fees of $1,794,000 for the year ended December 31, 1997 and fees of
$530,000 for the year ended December 31, 1998. These fees vary above the
minimum annual fee of $500,000 depending on the level of acquisition and
financing activities of Triathlon. SCMC previously assigned its rights to
receive fees payable under this agreement to Broadcasting. Pursuant to the
terms of the distribution agreement, Broadcasting assigned its rights to
receive these fees to SFX. All services provided by SCMC are provided by
employees of SFX. Triathlon has announced that it has agreed to be acquired by
a third party. Triathlon will pay a fee to SFX in connection with such
acquisition. When Triathlon is acquired, it will cease paying consulting fees
for SCMC's services.
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<PAGE>
AGREEMENTS WITH BROADCASTING
SFX and Broadcasting have entered into various agreements with respect to
the spin-off and related matters. For the terms of these agreements, see the
distribution agreement, tax sharing agreement and the employment benefits
agreement, each of which has been filed as an exhibit to the registration
statement of which this prospectus is a part.
COMMON STOCK RECEIVED IN THE SPIN-OFF
In the SFX spin-off, the holders of Broadcasting's Class A common stock,
Series D preferred stock and warrants, upon exercise, received shares of Class
A common stock, whereas Messrs. Sillerman and Ferrel, as the holders of
Broadcasting's Class B common stock, which is entitled to ten votes per share
on most matters, received shares of Class B common stock. Class A common stock
and Class B common stock have similar rights and privileges, except that the
Class B common stock has greater voting rights. The issuance of the Class B
common stock in the spin-off was intended to preserve Messrs. Sillerman's and
Ferrel's relative voting power after the spin-off. Mr. Sillerman currently owns
approximately 34.4% of the combined voting power of SFX, and Messrs. Sillerman
and Ferrel may be deemed to control approximately 38.0% of the combined voting
power of SFX. Accordingly, Mr. Sillerman, alone and together with SFX's current
directors and executive officers, will generally be able to control the outcome
of the votes of the stockholders on most matters. See "Principal Stockholders."
In addition, in August 1997, the board of directors of Broadcasting
approved amendments to certain warrants to purchase an aggregate of 600,000
shares of Broadcasting's Class A common stock. The warrants were held by SCMC,
an entity controlled by Mr. Sillerman. The amendments memorialized the original
intent of the directors of Broadcasting that SCMC receive the aggregate number
of shares of Class A common stock that it would have received if it had
exercised the warrants immediately before the spin-off. Because of these
amendments, SCMC received 600,000 shares of Class A common stock in the
spin-off.
ISSUANCE OF STOCK TO HOLDERS OF SFX BROADCASTING'S OPTIONS AND SARS
On April 27, 1998, SFX issued 522,941 shares of its Class A common stock
to holders as of the spin-off record date of the stock options or SARs of
Broadcasting, whether or not vested. SFX also issued 325,000 shares to Mr.
Sillerman and 70,000 shares to Mr. Ferrel with respect to options issuable
under their employment agreements with Broadcasting. In addition, SFX issued
325,000 shares of its Class A common stock to Mr. Sillerman and 30,000 shares
of SFX Class A common stock to Mr. Ferrel, which corresponded to
change-of-control options of Broadcasting that they waived in connection with
the Broadcasting merger. The issuances were made in consideration for past
services to SFX and to allow holders of such options and SARs to participate in
the spin-off in a manner similar to holders of Broadcasting's Class A common
stock. Additionally, many of the option and SAR holders are officers, directors
or employees of SFX. The members of the SFX Board, other than Messrs. Becker
and Falk, received an aggregate of 850,479 shares pursuant to such issuances.
MEADOWS REPURCHASE
In connection with the acquisition of Meadows Music Theater, Broadcasting
obtained an option, as subsequently amended, to repurchase 247,177 shares of
its Class A common stock (the "Meadows Shares") for an aggregate purchase price
of $8.2 million. However, Broadcasting was restricted from exercising the
Meadows Repurchase by certain loan covenants and other restrictions. Pursuant
to the terms of the Broadcasting merger
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<PAGE>
agreement, since the Meadows Shares were outstanding at the effective time of
the Broadcasting merger, working capital was decreased by approximately $10.3
million.
In January 1998, Mr. Sillerman committed to finance the $8.2 million
exercise price of the Meadows Repurchase to offset the $10.3 million reduction
to working capital. In consideration for his commitment, the board of directors
of Broadcasting agreed that Mr. Sillerman would receive approximately the
number of shares of Class A common stock to be issued in the spin-off with
respect to the Meadows Shares. At the time Broadcasting accepted Mr.
Sillerman's commitment, the board of directors of Broadcasting valued Class A
common stock to be issued in the spin-off at $4.20 per share, the value
attributed to such shares in the fairness opinion obtained by Broadcasting in
connection with the Broadcasting merger. The transaction was approved by
Broadcasting's board of directors, including the independent directors.
In April 1998, Broadcasting assigned the option for the Meadows Shares to
an unaffiliated third party and, in connection therewith, agreed to pay such
party a fee of $75,000. Mr. Sillerman subsequently advanced such party the $8.2
million exercise price for the Meadows Repurchase, the repayment of which
became due upon the Broadcasting merger. The third party has exercised the
option and transferred to Mr. Sillerman Class A common stock issued in the
spin-off with respect to the Meadows Shares. The Meadows Shares were tendered
in the Broadcasting merger by the third party in exchange for the per share
Broadcasting merger consideration of $75. The third party subsequently repaid
the advance from Mr. Sillerman and transferred $10.3 million, the remainder of
such consideration net of the third party fee, to SFX.
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DESCRIPTION OF INDEBTEDNESS
SENIOR CREDIT FACILITY
The following is a summary of the material terms of the credit agreement
for the Senior Credit Facility. This summary is not complete. It is subject to,
and qualified in its entirety by reference to, the credit agreement for the
Senior Credit Facility, which has been filed as an exhibit to the registration
statement of which this prospectus is a part. See "Where You Can Find More
Information."
In February 1998, SFX executed a Credit and Guarantee Agreement (the
"Senior Credit Facility") which established $300.0 million of senior secured
credit facilities. The Senior Credit Facility was then comprised of the $150.0
million eight-year term loan and the $150.0 million seven-year reducing
revolver. Borrowings under the Senior Credit Facility are secured by
substantially all the assets of SFX, including a pledge of the outstanding
stock of substantially all of its subsidiaries, and are guaranteed by
substantially all of SFX's subsidiaries. On February 27, 1998, SFX borrowed
$150.0 million pursuant to the term loan in connection with certain of its 1998
acquisitions. On September 10, 1998, SFX entered into an agreement with The
Bank of New York to increase its borrowing availability under the revolving
portion of the Senior Credit Facility by an additional $50.0 million to $200.0
million, which increased the aggregate amount of borrowing availability under
the Senior Credit Facility to approximately $350.0 million. SFX is currently in
discussions with the lenders under the Senior Credit Facility to increase the
total borrowing availability thereunder to $550.0 million. While SFX expects to
be able to secure such additional borrowing availability, no assurances can be
given that it will be able to do so. As of April 8, 1999, SFX had approximately
$250.0 million of borrowings under the Senior Credit Facility.
GENERAL
The Senior Credit Facility provides for borrowings in a principal amount
of up to $350.0 million, subject to certain covenants and conditions.
Borrowings under the Senior Credit Facility may be used by SFX to finance
Permitted Acquisitions (as defined in the Senior Credit Facility) and for
working capital and general corporate purposes. Up to $20.0 million of the
revolver is available for the issuance of standby letters of credit. Each
Permitted Acquisition must be in the same line of business, or other business
incidental or related thereto, as SFX and must have the prior written consent
of the Required Lenders (as defined in the Senior Credit Facility) if the cost
of the Permitted Acquisition exceeds $50.0 million.
INTEREST RATES; FEES
Loans outstanding under the Senior Credit Facility bear interest, at SFX's
option, at certain spreads over LIBOR or the greater of the Federal Funds rate
plus 0.50% or The Bank of New York's prime rate. The interest rate spreads on
the term loan and the revolver are adjusted based on SFX's Total Leverage
Ratio, as defined below. SFX pays an annual commitment fee on unused
availability under the revolver of 0.50% if SFX's Total Leverage Ratio is
greater than or equal to 4.0 to 1.0, and 0.375% if that ratio is less than 4.0
to 1.0. SFX also pays an annual letter of credit fee equal to the Applicable
LIBOR Margin, as defined in the Senior Credit Facility, for the revolver then
in effect.
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MANDATORY PREPAYMENTS AND COMMITMENT REDUCTIONS
Commitments to lend under the revolver will be reduced in equal quarterly
installments commencing March 31, 2000, in annual percentages of the borrowings
under the revolver as of December 31, 1999 according to the following schedule:
by 10.0% in 2000; by 15.0% in 2001; by 20.0% in 2002; by 25.0% in 2003; by
25.0% in 2004; and by the remaining 5.0% upon final maturity. The term loan
will be reduced by $1.0 million per year until final maturity, at which point
the remaining balance will be due and payable. Amounts outstanding under the
Senior Credit Facility will be subject to, among others, the following
mandatory prepayments, which will also permanently reduce commitments:
o 100.0% of the net cash proceeds received from permitted Asset Sales (as
defined in the Senior Credit Facility), subject to standard reinvestment
provisions;
o 50.0% of Excess Cash Flow (as defined in the Senior Credit Facility),
calculated for each fiscal year beginning with the year ending December
31, 2000; and
o 50.0% of net proceeds of any equity issuance, to the extent that the
Total Leverage Ratio is greater than or equal to 5.0 to 1.0.
COLLATERAL AND GUARANTEES
Each of SFX's present and future direct and indirect domestic subsidiaries
(the "Senior Guarantors") must provide guarantees under the Senior Credit
Facility. In order to secure its obligations under the Senior Credit Facility,
SFX and each of the Senior Guarantors must also grant to the lenders a
continuing security interest in all of their assets, subject to certain
non-material exceptions, all of the capital stock of each Senior Guarantor and
not less than 66% of the capital stock of SFX's present and future direct and
indirect foreign subsidiaries.
The Senior Credit Facility contains various covenants that, subject to
certain specified exceptions, restrict SFX's and its subsidiaries' ability to:
o incur additional indebtedness and other obligations;
o grant liens;
o consummate mergers, acquisitions, investments and asset dispositions;
o declare or pay Restricted Payments (as defined in the Senior Credit
Facility);
o declare or pay dividends, distributions and other prepayments or
repurchases of other indebtedness;
o amend certain agreements, including SFX's organizational documents, and
its outstanding senior subordinated notes and indentures;
o make acquisitions and dispositions;
o engage in transactions with affiliates;
o engage in sale and leaseback transactions; and
o change lines of business.
The Senior Credit Facility also includes covenants relating to compliance with
ERISA, environmental and other laws, payment of taxes, maintenance of corporate
existence and rights, maintenance of insurance and financial reporting. In
addition, the Senior Credit Facility requires SFX to maintain compliance with
certain specified financial covenants relating to:
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<PAGE>
o a maximum ratio (the "Total Leverage Ratio") of all outstanding amounts
under the Senior Credit Facility and any other borrowed money and
similar type indebtedness, including capital lease obligations, of SFX
and its subsidiaries, on a consolidated basis ("Total Debt"), less cash
and cash equivalents in excess of $5.0 million, to, for the most
recently completed four fiscal quarters:
(a) revenues, less
(b) expenses, excluding depreciation, amortization other than
amortization of capitalized pre-production costs, interest expense
and income tax expense, plus
(c) non-recurring expense items or non-cash expense items mutually
agreed upon by SFX and the Required Lenders, plus
(d) the lesser of the equity income from Unconsolidated Investments (as
defined in the Senior Credit Facility) and cash dividends and other
cash distributions from Unconsolidated Investments, however, the
total amount determined under this clause (d) will not exceed 10.0%
of Operating Cash Flow before overhead, (the amount referred to
"Operating Cash Flow"); Operating Cash Flow is to be adjusted to
reflect acquisitions and dispositions consummated during the
calculation period as if those transactions were consummated at the
beginning of the period (with adjustment, "Adjusted Operating Cash
Flow");
o a maximum ratio (the "Senior Leverage Ratio") of Total Debt less the
principal amount outstanding under the Notes, less cash and cash
equivalents in excess of $5.0 million, to Operating Cash Flow;
o minimum ratio (the "Pro Forma Interest Expense Ratio") of Adjusted
Operating Cash Flow to the sum of all interest expense and commitment
fees calculated for the four fiscal quarters following the calculation
quarter, giving effect to the Total Debt outstanding and the interest
rates in effect as of the date of the determination and the commitment
reductions and debt amortization scheduled during that period;
o minimum ratio (the "Debt Service Ratio") of Adjusted Operating Cash
Flow, to the sum of:
(a) the sum of all interest expense and commitment fees calculated for
the four fiscal quarters following the calculation quarter, giving
effect to the Total Debt outstanding and the interest rates in
effect as of the date of the determination and the commitment
reductions and debt amortization scheduled during that period, and
(b) the scheduled current maturities of Total Debt and current
commitment reductions with respect to the revolver, each measured
for the four fiscal quarters immediately succeeding the date of
determination; and
o a minimum ratio (the "Fixed Charges Ratio") of the sum of Operating
Cash Flow to the sum of, for the four most recently completed fiscal
quarters, the following paid during that period:
(a) Interest Expense (as defined in the Senior Credit Facility) plus the
scheduled maturities of Total Debt and current commitment
reductions with respect to the revolver,
(b) cash income taxes,
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(c) capital expenditures, excluding certain special capital expenditures
to be mutually agreed upon, and
(d) Unconsolidated Investments (as defined in the Senior Credit
Facility).
The Total Leverage Ratio for the most recently completed 12 month period
may not at any time exceed: 6.50x from September 30, 1998 to December 30, 1998;
6.25x from December 31, 1998 to June 29, 1999; 5.75x from June 30, 1999 to
December 30, 1999; 5.25x from December 31, 1999 to December 30, 2000; 4.50x
from December 31, 2000 to December 30, 2001; and 3.75x on December 31, 2001 and
thereafter.
The Senior Leverage Ratio for the most recently completed 12 month period
may not at any time exceed: 3.25x from September 30, 1998 to December 30, 1999;
3.00x from December 31, 1999 to December 30, 2000; and 2.50x on December 31,
2000 and thereafter.
The Pro Forma Interest Expense Ratio may not at the end of any fiscal
quarter be less than 1.50x before December 31, 1998, and 2.00x on January 1,
1999 and thereafter.
The Pro Forma Debt Service Ratio may not at any fiscal quarter end be less
than 1.25x before December 31, 1998, and 1.50x on January 1, 1999 and
thereafter.
The Fixed Charges Ratio may not at any quarter end be less than 1.05x.
The Senior Credit Facility also prohibits prepayment of any subordinated
notes, including the Notes.
EVENTS OF DEFAULT
The Senior Credit Facility contains customary events of default, including
payment defaults, the occurrence of a Change of Control (as defined below), the
invalidity of guarantees or security documents under the Senior Credit
Facility, any Material Adverse Change (as defined in the Senior Credit
Facility), breach of any representation or warranty under the Senior Credit
Facility and any cross-default to other indebtedness of SFX and its
subsidiaries. The occurrence of any event of default could result in
termination of the commitments to extend credit under the Senior Credit
Facility and foreclosure on the collateral securing those obligations, each of
which, individually, could have a material adverse effect on SFX.
CHANGE OF CONTROL
"Change of Control" is defined in the Senior Credit Facility as the
failure of Mr. Sillerman, any Affiliate (as defined therein) of Mr. Sillerman,
or any Affiliate of Mr. Sillerman together with any executor, heir or successor
appointed to take control of Mr. Sillerman's affairs in the event of his death,
disability or incapacity, to own directly or indirectly, in the aggregate, of
record and beneficially, more than 30% of the voting power of all issued and
outstanding capital stock of SFX; or the occurrence of any Person (as defined
in the Senior Credit Facility), other than as provided above, owning,
beneficially, more than 10% of the voting power of all issued and outstanding
capital stock of SFX.
DESCRIPTION OF THE FEBRUARY 2008 NOTES
The following is a summary of the material terms contained in the
indenture governing the February 2008 Notes. This summary is not complete. It
is subject to the terms of an indenture, which was filed as an exhibit to the
registration statement of which this prospectus is a part. See "Where You Can
Find More Information."
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On February 11, 1998, SFX consummated the private placement of $350.0
million in aggregate principal amount of 91/8% Senior Subordinated Notes due
February 1, 2008. The February 2008 Notes bear interest at an annual interest
rate of 91/8%, and interest payments are due semi-annually, commencing August
1, 1998. The February 2008 Notes will mature on February 1, 2008. The February
2008 Notes do not contain any sinking fund provision.
RANKING
The February 2008 Notes are general unsecured obligations of SFX,
subordinate in right to all Senior Debt (as defined in the February 2008 Note
indenture), whether outstanding on the date of the Feburary 2008 Note indenture
or thereafter incurred, of SFX and senior in right of payment to or pari passu
with all other indebtedness of SFX. See "Capitalization."
SUBSIDIARY GUARANTEES
SFX's payment obligations under the February 2008 Notes are jointly and
severally guaranteed on a senior subordinated basis by all of its current and
future domestic subsidiaries, with certain specified exceptions.
OPTIONAL REDEMPTION
Except as noted below, the February 2008 Notes are not redeemable at SFX's
option before February 1, 2003. Thereafter, the February 2008 Notes will be
subject to redemption at any time at the option of SFX, in whole or in part, at
specified redemption prices plus accrued and unpaid interest and Liquidated
Damages (as defined in the February 2008 Note indenture), if any, thereon to
the applicable redemption date. In addition, at any time prior to February 1,
2001, SFX may on any one or more occasions redeem up to 35.0% of the original
aggregate principal amount of the February 2008 Notes at a redemption price of
109.125% of the principal amount thereof, plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the date of redemption, with the net
proceeds of one or more offerings of common equity of SFX. However, at least
65.0% of the original aggregate principal amount of the February 2008 Notes
must remain outstanding immediately after each occurrence of redemption.
CHANGE OF CONTROL
After the occurrence of a Change of Control (as defined in the February
2008 Note indenture), SFX will be required to make an offer to repurchase the
February 2008 Notes at a price equal to 101% of their principal amount,
together with accrued and unpaid interest and Liquidated Damages, if any, to
the date of purchase.
CERTAIN COVENANTS
The February 2008 Note indenture contains certain covenants that, among
other things, significantly limit the ability of SFX and its subsidiaries to
o incur additional Indebtedness (as defined in the February 2008 Note
indenture);
o issue preferred stock;
o pay dividends;
o make certain other restricted payments;
o create certain Liens (as defined in the February 2008 Note indenture);
o enter into certain transactions with affiliates;
o sell assets of SFX or its Restricted Subsidiaries (as defined in the
February 2008 Note indenture);
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o issue or sell Equity Interests (as defined in the February 2008 Note
indenture) of SFX's Restricted Subsidiaries; or
o enter into certain mergers and consolidations.
In addition, under certain circumstances, SFX will be required to offer to
purchase February 2008 Notes at a price equal to 100.0% of the principal amount
thereof, plus accrued and unpaid interest and Liquidated Damages, if any, to
the date of purchase, with the proceeds of certain Asset Sales (as defined in
the February 2008 Note indenture).
EXCHANGE OFFER
On July 15, 1998, SFX consummated the exchange of substantially identical
publicly registered February 2008 Notes for all outstanding February 2008
Notes. All original February 2008 Notes were tendered for exchange and were
cancelled upon the issuance of the same principal amount of exchanged February
2008 Notes.
OTHER DEBT
In addition to the amounts outstanding under the Senior Credit Facility,
the February 2008 Notes and the Old Notes described below, SFX had
approximately $38.1 million of long-term debt outstanding at December 31, 1998
including $10.3 million of notes issued in connection with certain of our 1998
acquisitions that is included in deferred purchase consideration.
DESCRIPTION OF THE OLD NOTES
On November 25, 1998, SFX consummated the $200.0 million private placement
of the Old Notes. The terms of the Old Notes are substantially identical to
those of the New Notes, including ranking, guarantees by subsidiaries of SFX,
redemption, and restrictive covenants. See "Description of the New Notes."
However, the Old Notes have not been registered under the Securities Act, and
may not be offered or sold except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act.
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DESCRIPTION OF THE NEW NOTES
You can find the definitions of certain terms used in this description
under the subheading "Certain Definitions." In this description, the words
"Company" and "SFX" refer only to SFX Entertainment, Inc. and not to any of its
subsidiaries.
The Old Notes were, and the New Notes will be, issued by SFX under the
Indenture dated November 25, 1998 (the "Indenture") among itself, the
Guarantors and The Chase Manhattan Bank, as trustee (the "Trustee"). The terms
of the Old Notes and the New Notes (collectively, the "Notes") include those
stated in the Indenture and those made part of the Indenture by reference to
the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The
New Notes are substantially identical to the terms and provisions of the Old
Notes, except for certain transfer restrictions and registration rights
relating to the Old Notes. The term "Notes" refers to both the Old Notes and
the New Notes.
The following description is a summary of the material provisions of the
Indenture. It does not restate the Indenture in its entirety. Because this is a
summary, we urge you to read the Indenture and the relevant portions of the
Trust Indenture Act because they, and not this description, define your rights
as holders of the Notes. We have filed copies of the Indenture as an exhibit to
the registration statement which includes this prospectus.
GENERAL
The Notes are:
o general unsecured obligations of SFX;
o subordinated in right of payment to all existing and future Senior Debt
of SFX;
o equivalent in ranking to February 2008 Notes; and
o unconditionally guaranteed by the Subsidiary Guarantors.
As of December 31, 1998, after giving pro forma effect to the offering of
the Old Notes and the application of the net proceeds therefrom, borrowings
under the Senior Credit Facility, the consummation of the 1999 acquisitions and
the consummation of our recent $274.7 million equity offering and the
applications of the proceeds therefrom, SFX would have had approximately $275.0
million of Senior Debt outstanding. The Indenture permits SFX to incur
additional debt, including additional Senior Debt, subject to certain
restrictions. See "--Certain Covenants--Incurrence of Indebtedness and Issuance
of Preferred Stock."
PRINCIPAL, MATURITY AND INTEREST
SFX issued the Old Notes with a maximum aggregate principal amount of
$200.0 million. SFX will issue Notes in denominations of $1,000 and integral
multiples of $1,000. The Notes will mature on December 1, 2008.
Interest on the Notes will accrue at the rate of 91/8% per annum and will
be payable semi-annually in arrears on December 1 and June 1 of each year,
commencing on June 1, 1999. SFX will make each interest payment to the holders
of record of these Notes on the immediately preceding November 15 and May 15.
Interest on the Notes will accrue from the date of original issuance or,
if interest has already been paid, from the date it was most recently paid.
Interest will be computed on the basis of a 360-day year comprised of twelve
30-day months.
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METHODS OF RECEIVING PAYMENTS ON THE NOTES
If a holder of a Note has given wire transfer instructions to SFX, SFX
will make all principal, premium and interest payments on those Notes in
accordance with those instructions. All other payments on these Notes will be
made at the office or agency of the Paying Agent and Registrar within the City
and State of New York unless SFX elects to make interest payments by check
mailed to the holders at their address set forth in the register of holders.
SUBORDINATION
The payment of principal, premium, interest and Liquidated Damages, if
any, on the Notes will be subordinated to the prior payment in full of all
Senior Debt of SFX.
The holders of Senior Debt of SFX will be entitled to receive payment in
full of all Obligations due in respect of such Senior Debt--including interest
after the commencement of any such proceeding at the rate specified in the
applicable Senior Debt--before the holders of Notes will be entitled to receive
any payment with respect to the Notes. However, holders of Notes may receive
Permitted Junior Securities and payments made from the trust described under
"--Legal Defeasance and Covenant Defeasance" if any distribution to SFX's
creditors occurs:
(1) in a liquidation or dissolution of SFX;
(2) in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to SFX or its property;
(3) in an assignment for the benefit of creditors; or
(4) in any marshaling of SFX's assets or liabilities.
SFX also may not make any payment in respect of the Notes except in
Permitted Junior Securities or from the trust described under the caption
"--Legal Defeasance and Covenant Defeasance," if:
(1) a payment default on any Designated Senior Debt occurs and is
continuing beyond any applicable grace period; or
(2) any other default occurs and is continuing with respect to any
Designated Senior Debt that permits holders of that Designated Senior
Debt to accelerate its maturity and the Trustee receives a notice of
such default (a "Payment Blockage Notice") from SFX or the holders of
such Designated Senior Debt.
Payments on the Notes may and must be resumed:
(1) in the case of a payment default, upon the date on which such default
is cured or waived or has ceased to exist or such Designated Senior
Debt has been discharged or repaid in full; and
(2) in case of a nonpayment default, the earlier of the date on which
such nonpayment default is cured or waived or 179 days after the date
on which the applicable Payment Blockage Notice is received or has
ceased to exist or such Designated Senior Debt has been discharged or
repaid in full, unless the maturity of any Designated Senior Debt has
been accelerated.
No new period of payment blockage may be commenced unless and until 360
days have elapsed since the effectiveness of the immediately prior Payment
Blockage Notice. No nonpayment default that existed or was continuing on the
date of delivery of any Payment
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Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent
Payment Blockage Notice unless such default has been cured or waived.
SFX must promptly notify holders of Senior Debt if payment of the Notes is
accelerated because of an Event of Default.
As a result of the subordination provisions described above, in the event
of a liquidation or insolvency, holders of Notes may recover less ratably than
creditors of SFX who are holders of Senior Debt. See "Risk Factors--Risks
Relating to the Notes--Your right to receive payments on these notes is junior
to our existing indebtedness and possibly all of our future borrowings."
SUBSIDIARY GUARANTEES
Each of SFX's current and future domestic Restricted Subsidiaries (the
"Guarantors"), except for the Non-Guarantor Subsidiaries, will jointly and
severally guarantee SFX's obligations under the Notes (the "Subsidiary
Guarantees"). See "Risk Factors--Risks Relating to the Notes--SFX has a
substantial amount of debt, which may harm our financial health and prevent us
from fulfilling our obligations under the notes." Each Subsidiary Guarantee
will be subordinated in right of payment to all existing and future Senior Debt
of such Guarantor. The Indenture will permit the Guarantors to incur additional
indebtedness, including additional Senior Debt, subject to certain
restrictions. See "--Certain Covenants--Incurrence of Indebtedness and Issuance
of Preferred Stock." The obligations of each Guarantor under its Subsidiary
Guarantee will be limited as necessary to prevent that Subsidiary Guarantee
from constituting a fraudulent conveyance under applicable law.
A Guarantor may not consolidate with or merge with or into, whether or not
such Guarantor is the surviving Person, another corporation, Person or entity
unless:
(1) the Person formed by or surviving any such consolidation or merger,
if other than such Guarantor, assumes all the obligations of such
Guarantor pursuant to a supplemental indenture reasonably satisfactory
to the Trustee, under the Notes, the Indenture and the Registration
Rights Agreement;
(2) immediately after giving effect to such transaction, no Default or
Event of Default exists; and
(3) SFX would be permitted by virtue of SFX's pro forma Debt to Cash Flow
Ratio, immediately after giving effect to such transaction, to incur
at least $1.00 of additional Indebtedness pursuant to the Debt to Cash
Flow Ratio test set forth in the covenant described below under the
caption "--Certain Covenants--Incurrence of Indebtedness and Issuance
of Preferred Stock."
The Subsidiary Guarantee of a Guarantor will be released:
(1) in connection with any sale or other disposition of all or
substantially all of the assets of that Guarantor, including by way of
merger or consolidation, if SFX applies the Net Proceeds of that sale
or other disposition, in accordance with the applicable provisions of
the Indenture; or
(2) in connection with any sale of all of the capital stock of a
Guarantor, if SFX applies the Net Proceeds of that sale in accordance
with the applicable provisions of the Indenture.
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OPTIONAL REDEMPTION
Before December 1, 2001, SFX may, on any one or more occasions, redeem up
to 35% of the aggregate principal amount of Notes originally issued under the
Indenture at a redemption price of 109.125% of the principal amount thereof,
plus accrued and unpaid interest and Liquidated Damages, if any, to the
redemption date, with the net cash proceeds of an offering of common equity of
SFX, other than Disqualified Stock; provided that:
(1) at least 65% of the aggregate principal amount of the Notes
originally issued in the offering remain outstanding immediately after
the occurrence of each such redemption, excluding Notes held by SFX
and its Subsidiaries; and
(2) each such redemption shall occur within 75 days after the date of the
closing of any such offering of common equity of SFX.
Except pursuant to the preceding paragraph, SFX will not be able to redeem
the Notes prior to December 1, 2003.
After December 1, 2003, SFX may redeem all or a part of the Notes upon not
less than 30 nor more than 60 days' notice, at the redemption prices, expressed
as percentages of principal amount, set forth below, plus accrued and unpaid
interest and Liquidated Damages, if any, thereon to the applicable redemption
date, if redeemed during the twelve-month period beginning on December 1 of the
years indicated below:
<TABLE>
<CAPTION>
YEAR PERCENTAGE
- ------------------------------------- -------------
<S> <C>
2003 ......................... 104.563%
2004 ......................... 103.042
2005 ......................... 101.521
2006 and thereafter .......... 100.000%
</TABLE>
SELECTION AND NOTICE
If less than all of the Notes are to be redeemed at any time, the Trustee
will select Notes for redemption in compliance with the requirements of the
principal national securities exchange, if any, on which the Notes are listed.
If the Notes are not so listed, the Trustee will make the selection of Notes
for redemption on a pro rata basis, by lot or by such method as the Trustee
shall deem fair and appropriate. No Notes of $1,000 or less shall be redeemed
in part. Notices of redemption shall be mailed by first class mail at least 30
but not more than 60 days before the redemption date to each holder of Notes to
be redeemed at its registered address. Notices of redemption may not be
conditional.
If any Note is to be redeemed in part only, the notice of redemption that
relates to such Note shall state the portion of the principal amount thereof to
be redeemed. A new Note in principal amount equal to the unredeemed portion
thereof will be issued in the name of the holder thereof upon cancellation of
the original Note. Notes called for redemption become due on the date fixed for
redemption. On and after the redemption date, interest ceases to accrue on
Notes or portions of them called for redemption.
MANDATORY REDEMPTION
Except as set forth below under the caption "--Repurchase at the Option of
Holders," SFX is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.
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REPURCHASE AT THE OPTION OF HOLDERS
CHANGE OF CONTROL
If a Change of Control occurs, each holder of Notes will have the right to
require SFX to make an offer (a "Change of Control Offer") to each holder of
Notes to repurchase all or any part, equal to $1,000 or an integral multiple
thereof, of such holder's Notes. In the Change of Control Offer, SFX will offer
payment in cash equal to 101% of the principal amount thereof, plus accrued and
unpaid interest and Liquidated Damages, if any, thereon to the date of purchase
(the "Change of Control Payment"). Within ten days following a Change of
Control, SFX will mail a notice to each holder describing the transaction or
transactions that constitute the Change of Control and offering to repurchase
Notes on the date specified in such notice, which date shall be no earlier than
30 days and no later than 60 days from the date such notice is mailed (the
"Change of Control Payment Date"), pursuant to the procedures required by the
Indenture and described in such notice. SFX will comply with the requirements
of Rule 14e-1 under the Exchange Act and any other securities laws and
regulations thereunder to the extent such laws and regulations are applicable
in connection with the repurchase of the Notes as a result of a Change of
Control.
On the Change of Control Payment Date, SFX will, to the extent lawful:
(1) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer;
(2) deposit with the Paying Agent an amount equal to the Change of
Control Payment in respect of all Notes or portions thereof so
tendered; and
(3) deliver or cause to be delivered to the Trustee the Notes so accepted
together with an Officers' Certificate stating the aggregate principal
amount of Notes or portions thereof being purchased by SFX.
The Paying Agent will promptly mail to each holder of Notes so tendered
the Change of Control Payment for such Notes, and the Trustee will promptly
authenticate and mail, or cause to be transferred by book entry, to each holder
a new Note equal in principal amount to any unpurchased portion of the Notes
surrendered, if any; provided that each such new Note will be in a principal
amount of $1,000 or an integral multiple thereof.
Prior to complying with the provisions of this "Change of Control"
covenant, but in any event within 90 days following a Change of Control, SFX
will either repay all outstanding Senior Debt or obtain the requisite consents,
if any, under all agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this covenant. SFX will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.
The provisions described above that require SFX to make a Change of
Control Offer following a Change of Control will be applicable whether or not
any other provisions of the Indenture are applicable. Except as described above
with respect to a Change of Control, the Indenture does not contain provisions
that permit the holders of the Notes to require SFX to repurchase or redeem the
Notes in the event of a takeover, recapitalization or similar transaction.
The Senior Credit Facility prohibits SFX from purchasing any Notes
following a Change of Control and provide that certain change of control events
with respect to SFX would constitute a default thereunder. Any other future
credit agreements or other agreements relating to Senior Debt to which SFX
becomes a party may contain similar restrictions. If a
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Change of Control occurs at a time when SFX is prohibited from purchasing
Notes, SFX could seek the consent of its lenders to the purchase of Notes or
could attempt to refinance the borrowings that contain such prohibition. If SFX
does not obtain such a consent or repay such borrowings, SFX will remain
prohibited from purchasing Notes. SFX's failure to purchase tendered Notes
following a Change of Control would constitute an Event of Default under the
Indenture which, in turn, is expected to constitute as default under the Senior
Credit Facility. In such circumstances, the subordination provisions in the
Indenture would likely restrict payments to the holders of Notes. See
"--Subordination."
SFX will not be required to make a Change of Control Offer upon a Change
of Control if a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in the
Indenture applicable to a Change of Control Offer made by SFX and purchases all
Notes validly tendered and not withdrawn under such Change of Control Offer.
ASSET SALES
SFX will not, and will not permit any of its Restricted Subsidiaries to,
consummate an Asset Sale unless:
(1) SFX or the Restricted Subsidiary, as the case may be, receives
consideration at the time of such Asset Sale at least equal to the
fair market value of the assets or Equity Interests issued or sold or
otherwise disposed of; and
(2) at least 75% of the consideration therefor received by SFX or such
Restricted Subsidiary is in the form of cash. For purposes of this
provision, each of the following shall be deemed cash:
(a) any liabilities, as shown on SFX's or such Restricted Subsidiary's
most recent balance sheet, of SFX or such Restricted Subsidiary,
other than contingent liabilities and liabilities that are by their
terms subordinated to the Notes or any guarantee thereof, that are
assumed by the transferee of any such assets pursuant to a
customary novation agreement that releases SFX or such Restricted
Subsidiary from further liability;
(b) any securities, notes or other obligations received by SFX or such
Restricted Subsidiary from such transferee that are immediately
converted by SFX or such Restricted Subsidiary into cash, to the
extent of the cash received; and
(c) escrowed cash that SFX reasonably believes will be released from
escrow within 365 days from the date of consummation of such Asset
Sale.
However, SFX and its Restricted Subsidiaries will be permitted to
consummate an Asset Sale without complying with the preceding paragraph if:
(1) SFX or the applicable Restricted Subsidiary, as the case may be,
receives consideration at the time of such Asset Sale at least equal
to the fair market value of the assets or other property sold, issued
or otherwise disposed of; and
(2) at least 75% of the consideration for such Asset Sale constitutes a
controlling interest in a Permitted Business, long-term assets used or
useful in a Permitted Business and/or cash or Cash Equivalents;
provided that any cash or Cash Equivalents received by SFX or any of its
Restricted Subsidiaries in connection with any Asset Sale permitted to be
consummated under this paragraph shall constitute Net Proceeds subject to the
provisions of the next paragraph.
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Within 365 days of the receipt of any Net Proceeds from an Asset Sale, SFX
may apply such Net Proceeds, at its option:
(1) to repay Senior Debt;
(2) to acquire a controlling interest in another Permitted Business; and
(3) to make a capital expenditure or to acquire other long-term assets
that are used or useful in a Permitted Business.
Pending the final application of any such Net Proceeds, SFX may temporarily
reduce Senior Debt or otherwise invest such Net Proceeds in any manner that is
not prohibited by the Indenture.
Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $10.0 million, SFX will be required
to make an offer to all holders of Notes and all holders of other pari passu
Indebtedness containing provisions similar to those set forth in the Indenture
with respect to offers to purchase or redeem such other pari passu Indebtedness
with the proceeds of sales of assets (an "Asset Sale Offer"). The offer price
in any Asset Sale Offer will be equal to 100% of the principal amount thereof,
plus accrued and unpaid interest and Liquidated Damages, if any, to the date of
purchase and will be paid in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, SFX may use such Excess Proceeds for any
purpose not otherwise prohibited by the Indenture. If the aggregate principal
amount of Notes and such other pari passu Indebtedness surrendered by holders
thereof exceeds the amount of Excess Proceeds, the Trustee shall select the
Notes and such other pari passu Indebtedness to be purchased on a pro rata
basis. Upon completion of an Asset Sale Offer, the amount of Excess Proceeds
shall be reset at zero.
CERTAIN COVENANTS
RESTRICTED PAYMENTS
SFX will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly:
(1) declare or pay any dividend or make any other payment or distribution
on account of SFX's or any of its Restricted Subsidiary's Equity
Interests, including, without limitation, any payment in connection
with any merger or consolidation involving SFX or any Restricted
Subsidiary, or to any direct or indirect holders of SFX's Equity
Interests in their capacity as such, other than dividends or
distributions payable in Equity Interests, other than Disqualified
Stock, of SFX to SFX or any Wholly Owned Restricted Subsidiary of SFX;
(2) purchase, redeem or otherwise acquire or retire for value, including,
without limitation, in connection with any merger or consolidation
involving SFX, any Equity Interests of SFX or any of its Restricted
Subsidiaries or any direct or indirect parent of SFX, other than any
such Equity Interests owned by SFX or any Restricted Subsidiary of
SFX;
(3) make any payment on or with respect to, or purchase, redeem, defease
or otherwise acquire or retire for value any Indebtedness of SFX or
any Restricted Subsidiary that is subordinated to the Notes or any
guarantee of the Notes, except a payment of interest or principal at
Stated Maturity; or
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(4) make any Restricted Investment, all such payments and other actions
set forth in clauses (1) through (4) above being collectively referred
to as "Restricted Payments;"
unless, at the time of and after giving effect to such Restricted Payment:
(1) no Default or Event of Default shall have occurred and be continuing
or would occur as a consequence thereof;
(2) SFX would, at the time of such Restricted Payment and after giving
pro forma effect thereto as if such Restricted Payment had been made
at the beginning of the applicable four-quarter period, have been
permitted to incur at least $1.00 of additional Indebtedness pursuant
to the Debt to Cash Flow Ratio test set forth in the first paragraph
of the covenant described below under caption "--Incurrence of
Indebtedness and Issuance of Preferred Stock;" and
(3) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by SFX and its Restricted Subsidiaries
after November 25, 1998, excluding Restricted Payments permitted by
clauses (2), (3) and (4) of the next paragraph, is less than the sum,
without duplication, of:
(a) 50% of the Consolidated Net Income of SFX for the period, taken as
one accounting period, from the beginning of the first fiscal
quarter commencing after November 25, 1998 to the end of SFX's most
recently ended fiscal quarter for which internal financial
statements are available at the time of such Restricted Payment,
or, if such Consolidated Net Income for such period is a deficit,
less 100% of such deficit; plus
(b) 100% of the aggregate net cash proceeds received by SFX as a
contribution to its common equity capital or from the issue or sale
since November 25, 1998 of Equity Interests of SFX, other than
Disqualified Stock, or from the issue or sale of Disqualified Stock
or debt securities of SFX that have been converted into such Equity
Interests, other than Equity Interests, or Disqualified Stock or
convertible debt securities, sold to a Subsidiary of SFX and other
than Disqualified Stock or convertible debt securities that have
been converted into Disqualified Stock; plus
(c) 50% of any dividends received by SFX or a Wholly Owned Restricted
Subsidiary after November 25, 1998 from an Unrestricted Subsidiary
of SFX, to the extent that such dividends were not otherwise
included in Consolidated Net Income of SFX for such period; plus
(d) to the extent that any Restricted Investment that was made after
November 25, 1998 is sold for cash or otherwise liquidated or
repaid for cash, the lesser of (i) the cash return of capital with
respect to such Restricted Investment, less the cost of
disposition, if any, and (ii) the initial amount of such Restricted
Investment.
The preceding provisions will not prohibit:
(1) the payment of any dividend within 60 days after its date of
declaration, if at the date of declaration such payment would have
complied with the provisions of the Indenture;
(2) the redemption, repurchase, retirement, defeasance or other
acquisition of any Equity Interests of SFX or subordinated
Indebtedness of SFX or any Guarantor in
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exchange for, or out of the net cash proceeds of the substantially
concurrent sale, other than to a Subsidiary of SFX, of other Equity
Interests of SFX, other than any Disqualified Stock; provided that the
amount of any such net cash proceeds that are utilized for any such
redemption, repurchase, retirement, defeasance or other acquisition
shall be excluded from clause (3)(b) of the preceding paragraph; and
provided further that no Default or Event of Default shall have occurred
and be continuing immediately after such transaction;
(3) the defeasance, redemption, repurchase or other acquisition of
subordinated Indebtedness with the net cash proceeds from an
incurrence of Permitted Refinancing Indebtedness; provided that no
Default or Event of Default shall have occurred and be continuing
immediately after such transaction;
(4) the payment of any dividend by a Restricted Subsidiary of SFX to the
holders of Equity Interests on a pro rata basis;
(5) the repurchase, redemption or other acquisition or retirement for
value of any Equity Interests of SFX or any Restricted Subsidiary of
SFX held by any member of SFX's--or any of its Restricted
Subsidiaries'--management or board of directors pursuant to any
management equity subscription agreement, stock option agreement or
other similar agreement; provided that the aggregate price paid for
all such repurchased, redeemed, acquired or retired Equity Interests
shall not exceed $250,000 in any twelve-month period and no Default or
Event of Default shall have occurred and be continuing immediately
after such transaction; and
(6) the repurchase, redemption or other acquisition or retirement for
value or payment made in respect of any Equity Interests of SFX or any
Restricted Subsidiary of SFX pursuant to any of the agreements
relating to the Pending Acquisitions, each as in effect on the date of
the Indenture; provided that no Default or Event of Default shall have
occurred and be continuing immediately after such transaction.
The amount of all Restricted Payments, other than cash, shall be the fair
market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by SFX or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The Board
of Directors shall determine in good faith the fair market value of any
non-cash Restricted Payment. The Board of Directors' resolution with respect
thereto shall be delivered to the Trustee. Not later than the date of making
any Restricted Payment, SFX shall deliver to the Trustee an Officers'
Certificate stating that such Restricted Payment is permitted and setting forth
the basis upon which the calculations required by the covenant "Restricted
Payments" were computed.
The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if such designation would not cause a Default. For
purposes of making such determination, the aggregate fair market value of all
outstanding Investments by SFX and its Restricted Subsidiaries in the
Subsidiary so designated will be deemed to be a Restricted Payment at the time
of such designation and will reduce the amount available for Restricted
Payments under the first paragraph of this covenant. Such designation will only
be permitted if such Restricted Payment would be permitted at such time and if
such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.
Any such designation by the Board of Directors shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the Board Resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing conditions. If, at any time, any
Unrestricted Subsidiary would fail to meet the
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definition of an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of the Indenture. Any Indebtedness of such
Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of SFX as
of such date, and, if such Indebtedness is not permitted to be incurred as of
such date under the covenant described under the caption "--Incurrence of
Indebtedness and Issuance of Preferred Stock," SFX shall be in default of such
covenant. The Board of Directors of SFX may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary. However, such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of SFX of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if:
(1) such Indebtedness is permitted under the covenant described under the
caption "--Incurrence of Indebtedness and Issuance of Preferred
Stock," calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period; and
(2) no Default or Event of Default would be in existence immediately
following such designation.
INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK
SFX will not, and will not permit any of its Subsidiaries to, directly or
indirectly, create, incur, issue, assume, guarantee or otherwise become
directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness, including Acquired Debt, and SFX will
not issue any shares of Disqualified Stock and will not permit any of its
Subsidiaries to issue any shares of preferred stock; provided, that, if no
Default or Event of Default has occurred and is continuing, SFX may incur
Indebtedness, including Acquired Debt, or issue shares of Disqualified Stock
and the Guarantors may issue shares of preferred stock if, SFX's Debt to Cash
Flow Ratio at such time after giving pro forma effect to such incurrence or
issuance as of such date and to the use of the proceeds therefrom as if the
same had occurred at the beginning of the most recently ended four full fiscal
quarter period of SFX for which internal financial statements are available,
would have been no greater than 7.0 to 1.0, if such incurrence or issuance is
prior to December 31, 1999, or 6.5 to 1.0 thereafter.
So long as no Default shall have occurred and be continuing or would be
caused thereby, the preceding paragraph will not apply to the incurrence of any
of the following types of Indebtedness (collectively, "Permitted Debt"):
(1) the incurrence by SFX, and the guarantee thereof by Guarantors, of
Indebtedness and Letters of Credit under one or more Credit Facilities;
provided that the aggregate principal amount at any time outstanding
does not exceed $400.0 million, with letters of credit being deemed to
have a principal amount equal to the maximum potential liability of SFX
and the Guarantors thereunder, less the aggregate amount of all
repayments, optional or mandatory, of the principal of any term
Indebtedness under a Credit Facility that have been made since the date
of the Indenture and less the aggregate amount of all commitment
reductions of any revolving Indebtedness under a Credit Facility
pursuant to clause (1) of the third paragraph of the covenant described
above under the caption "--Repurchase at the Option of Holders--Asset
Sales";
(2) the incurrence by SFX and the guarantee thereof by the Guarantors of
Indebtedness represented by the Notes and the Subsidiary Guarantees;
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(3) the incurrence by SFX and its Restricted Subsidiaries of the Existing
Indebtedness;
(4) the incurrence by SFX or its Restricted Subsidiaries of Indebtedness
represented by Capital Lease Obligations, mortgage financings or
purchase money obligations, in each case incurred for the purpose of
financing all or any part of the purchase price or cost of construction
or improvement of property, plant or equipment used in the business of
SFX or such Restricted Subsidiary, in an aggregate amount not to exceed
$5.0 million at any time outstanding;
(5) the incurrence by SFX or any of its Restricted Subsidiaries of
Permitted Refinancing Indebtedness in exchange for, or the net proceeds
of which are used to refund, refinance or replace Indebtedness, other
than intercompany Indebtedness, that was permitted by the Indenture to
be incurred by the first paragraph of this covenant, or by clauses (2),
(3), (4), (5), (7) or (10) of this paragraph;
(6) the incurrence of Indebtedness between or among SFX and any of its
Restricted Subsidiaries; provided that:
(a) if SFX is the obligor on such Indebtedness, such Indebtedness is
expressly subordinated to the prior payment in full of all
Obligations with respect to the Notes; and
(b) any subsequent issuance or transfer of Equity Interests that
results in any such Indebtedness being held by a Person other than
SFX or a Restricted Subsidiary, and any sale or other transfer of
any such Indebtedness to a Person that is not either SFX or a
Restricted Subsidiary, shall be deemed, in each case, to
constitute an incurrence of such Indebtedness by SFX or such
Restricted Subsidiary, as the case may be;
(7) the incurrence by SFX or any of its Restricted Subsidiaries of Hedging
Obligations that are incurred for the purpose of fixing or hedging
interest rate risk with respect to any floating rate Indebtedness that
is permitted by the terms of this Indenture to be outstanding;
(8) the guarantee by SFX or any of the Guarantors of Indebtedness that was
permitted to be incurred by another provision of this covenant;
(9) the incurrence by SFX's Unrestricted Subsidiaries of Non-Recourse
Debt, provided that if any such Indebtedness ceases to be Non-Recourse
Debt of an Unrestricted Subsidiary, such event shall be deemed to
constitute an incurrence of Indebtedness by a Restricted Subsidiary of
SFX that was not permitted by this clause (9);
(10) the issuance of preferred stock by SFX pursuant to the Contemporary
Agreement, as in effect on the date of the Indenture; and
(11) the incurrence by SFX or any of its Restricted Subsidiaries of
additional Indebtedness in an aggregate principal amount at any time
outstanding, including all Permitted Refinancing Indebtedness incurred
pursuant to clause (5) above to refund, refinance or replace any
Indebtedness incurred pursuant to this clause (11), not to exceed
$10.0 million.
For purposes of determining compliance with this covenant, if an item of
Indebtedness meets the criteria of more than one of the categories of Permitted
Debt described in clauses (1) through (11) above or is entitled to be incurred
pursuant to the first paragraph of this covenant, SFX shall, in its sole
discretion, classify such item of Indebtedness in any manner that complies with
this covenant and such item of Indebtedness will be treated as having been
incurred pursuant to only one of such clauses or pursuant to the first
paragraph hereof.
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LIMITATION ON OTHER SENIOR SUBORDINATED DEBT
The Indenture provides that:
(1) SFX will not directly or indirectly incur any Indebtedness that is
subordinate or junior in right of payment to any Senior Debt and senior
in any respect in right of payment to the Notes; and
(2) no Guarantor will incur any Indebtedness that is subordinate or junior
in right of payment to its Guarantor Senior Debt and senior in any
respect in right of payment to such Guarantor's Subsidiary Guarantee.
LIENS
SFX will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien
securing Indebtedness or trade payables on any asset now owned or hereafter
acquired, or any income or profits therefrom or assign or convey any right to
receive income therefrom, except Permitted Liens.
SALE AND LEASEBACK TRANSACTIONS
SFX will not, and will not permit any of its Restricted Subsidiaries to,
enter into any sale and leaseback transaction; provided that SFX and the
Guarantors may enter into a sale and leaseback transaction if:
(1) SFX or such Guarantor could have
(a) incurred Indebtedness in an amount equal to the Attributable
Debt relating to such sale and leaseback transaction
pursuant to the Debt to Cash Flow Ratio test set forth in
the first paragraph of the covenant described above under
the caption "--Incurrence of Indebtedness and Issuance of
Preferred Stock;" and
(b) incurred a Lien to secure such Indebtedness pursuant to the
covenant described above under the caption "--Liens;"
(2) the gross cash proceeds of such sale and leaseback transaction are at
least equal to the fair market value of the property that is the
subject of such sale and leaseback transaction; and
(3) the transfer of assets in such sale and leaseback transaction is
permitted by, and the proceeds of such transaction are applied in
compliance with, the covenant described above under the caption
"--Repurchase at the Option of Holders--Asset Sales."
DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES
SFX will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to:
(1) pay dividends or make any other distributions on its Capital Stock to
SFX or any of its Restricted Subsidiaries, or with respect to any other
interest or participation in, or measured by, its profits, or pay any
indebtedness owed to SFX or any of its Restricted Subsidiaries;
(2) make loans or advances to SFX or any of its Restricted Subsidiaries;
or
(3) transfer any of its properties or assets to SFX or any of its
Restricted Subsidiaries.
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However, the preceding restrictions will not apply to encumbrances or
restrictions existing under or by reason of:
(1) Existing Indebtedness as in effect on November 25, 1998;
(2) the Senior Credit Facility and any amendments, modifications,
restatements, renewals, increases, supplements, refundings,
replacements or refinancings thereof, and any other agreement governing
or relating to Senior Debt, provided that such amendments,
modifications, restatements, renewals, increases, supplements,
refundings, replacement or refinancings and other agreements are no
more restrictive with respect to such dividend and other payment
restrictions than those contained in the Senior Credit Facility;
(3) the Indenture, the Notes and the Subsidiary Guarantees;
(4) applicable law;
(5) any instrument governing Indebtedness or Capital Stock of a Person
acquired by SFX or any of its Restricted Subsidiaries as in effect at
the time of such acquisition,except to the extent such Indebtedness was
incurred in connection with or in contemplation of such acquisition,
which encumbrance or restriction is not applicable to any Person, or
the properties or assets of any Person, other than the Person, or the
property or assets of the Person, so acquired; provided that, in the
case of Indebtedness, such Indebtedness was permitted by the terms of
the Indenture to be incurred;
(6) customary non-assignment provisions in leases entered into in the
ordinary course of business and consistent with past practices;
(7) purchase money obligations for property acquired in the ordinary
course of business that impose restrictions of the nature described in
clause (3) above on the property so acquired;
(8) Permitted Refinancing Indebtedness; provided that the restrictions
contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive than those contained in the
agreements governing the Indebtedness being refinanced;
(9) Liens securing Indebtedness otherwise permitted to be incurred
pursuant to the provisions of the covenant described above under the
caption "--Liens" that limits the right of the debtor to dispose of the
assets securing such Indebtedness;
(10) provisions with respect to the disposition or distribution of assets
or property in joint venture agreements and other similar agreements
entered into in the ordinary course of business; and
(11) restrictions on cash or other deposits or net worth imposed by
customers under contracts entered into in the ordinary course of
business.
ISSUANCES AND SALES OF EQUITY INTERESTS IN RESTRICTED SUBSIDIARIES
SFX will not, and will not permit any Restricted Subsidiary of SFX to,
transfer, convey, sell, lease or otherwise dispose of any Equity Interests in
any Restricted Subsidiary of SFX to any Person, other than SFX or a Restricted
Subsidiary of SFX, unless:
(1) such transfer, conveyance, sale, lease or other disposition is of all
the Equity Interests in such Restricted Subsidiary; and
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(2) the cash Net Proceeds, if any, from such transfer, conveyance, sale,
lease or other disposition are applied in accordance with the covenant
described above under the caption "--Repurchase at the Option of
Holders--Asset Sales."
Further, SFX will not permit any Restricted Subsidiary of SFX to issue any of
its Equity Interests, other than, if necessary, shares of its Capital Stock
constituting directors' qualifying shares, to any Person other than to SFX or a
Restricted Subsidiary of SFX except as permitted pursuant to the covenant
described above under the caption "--Incurrence of Indebtedness and Issuance of
Preferred Stock."
MERGER, CONSOLIDATION OR SALE OF ASSETS
SFX may not consolidate or merge with or into another corporation, Person
or entity, whether or not SFX is the surviving corporation, or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions, to another
corporation, Person or entity; unless:
(1) either
(a) SFX is the surviving corporation or
(b) the entity or the Person formed by or surviving any such
consolidation or merger, if other than SFX, or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall
have been made is a corporation organized or existing under the laws
of the United States, any state thereof or the District of Columbia;
(2) the entity or Person formed by or surviving any such consolidation or
merger, if other than SFX, or the entity or Person to which such sale,
assignment, transfer, lease, conveyance or other disposition shall
have been made assumes all the obligations of SFX under the Notes, the
Indenture and the Registration Rights Agreement pursuant to a
supplemental indenture in a form reasonably satisfactory to the
Trustee;
(3) immediately after such transaction no Default or Event of Default
exists; and
(4) except in the case of a merger of SFX with or into a Wholly Owned
Restricted Subsidiary of SFX, SFX or the entity or Person formed by or
surviving any such consolidation or merger, if other than SFX, or to
which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made will, both immediately prior to and
immediately after giving pro forma effect thereto as if such
transaction had occurred at the beginning of the applicable
four-quarter period, be permitted to incur at least $1.00 of
additional Indebtedness pursuant to the Debt to Cash Flow Ratio test
set forth in the first paragraph of the covenant described above under
the caption "--Incurrence of Indebtedness and Issuance of Preferred
Stock."
TRANSACTIONS WITH AFFILIATES
SFX will not, and will not permit any of its Restricted Subsidiaries to,
make any payment to, or sell, lease, transfer or otherwise dispose of any of
its properties or assets to, or purchase any property or assets from, or enter
into or make or amend any transaction, contract, agreement, understanding,
loan, advance or guarantee with, or for the benefit of, any Affiliate (each of
the foregoing, an "Affiliate Transaction"), unless:
(1) such Affiliate Transaction is on terms that are no less favorable to
SFX or such Restricted Subsidiary than those that would have been
obtained in a comparable transaction by SFX or such Restricted
Subsidiary with an unrelated Person; and
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(2) SFX delivers to the Trustee:
(a) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate
consideration in excess of $1.0 million, a resolution of the
Board of Directors set forth in an Officers' Certificate
certifying that such Affiliate Transaction complies with
clause (1) above and that a majority of the disinterested
members of the Board of Directors approved such Affiliate
Transaction; and
(b) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate
consideration in excess of $5.0 million, an opinion as to the
fairness to SFX of such Affiliate Transaction from a
financial point of view issued by an accounting, appraisal or
investment banking firm of national standing.
The following items shall not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:
(1) any employment agreement entered into by, and any compensation paid
by, SFX or any of its Restricted Subsidiaries, in each case, approved
by the Compensation Committee;
(2) transactions between or among SFX and/or its Restricted Subsidiaries;
(3) payment of reasonable and customary directors fees to the Board of
Directors of SFX and of its Restricted Subsidiaries consistent with
past practices and the issuance of shares of SFX to the Directors who
were holders of options or stock appreciation rights in Broadcasting
as of the Spin-Off record date, whether or not vested;
(4) fees and compensation paid to, and indemnity provided on behalf of,
officers, directors or employees of SFX or any of its Restricted
Subsidiaries, as determined by the Board of Directors of SFX or of any
such Restricted Subsidiary, to the extent such fees and compensation
are reasonable, customary and consistent with past practices;
(5) the transactions specifically contemplated by the Merger Agreement,
the agreements relating to the Pending Acquisitions or by instruments
referred to in any such agreements, in each case, as the same are in
effect on the date of the Indenture;
(6) the Spin-Off Transactions;
(7) the transactions specifically contemplated by the Delsener/Slater
Employment Agreements, in each case, as in effect on the date of the
Indenture;
(8) the Meadows Repurchase and the Series E Preferred Repurchase;
provided that SFX receives either:
(a) a cash payment from Broadcasting or Broadcasting Buyer or an
Affiliate thereof at or prior to the date of the Merger at
least equal to the aggregate amount expended by SFX in the
Meadows Repurchase and the Series E Preferred Repurchase less
$3.0 million; or
(b) an increase in favor of SFX in the Working Capital
Adjustment, including the avoidance of a decrease,
contemplated by the Merger Agreement in an amount at least
equal to the aggregate amount expended by SFX in the Meadows
Repurchase and the Series E Preferred Repurchase less $3.0
million; or
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(c) any combination thereof adding up to an amount at least equal
to the aggregate amount expended by SFX in the Meadows
Repurchase and the Series E Preferred Repurchase less $3.0
million; and
(9) any Restricted Payment that is permitted by the provisions of the
Indenture described above under the caption "--Restricted Payments."
ADDITIONAL SUBSIDIARY GUARANTEES
If SFX or any of its Restricted Subsidiaries acquires or creates another
domestic Restricted Subsidiary after the date of the Indenture, other than the
Non-Guarantor Subsidiaries, or if any domestic Unrestricted Subsidiary becomes
a Restricted Subsidiary of SFX, then such Subsidiary will execute a Subsidiary
Guarantee of the Notes and deliver an opinion of counsel, in accordance with
the terms of the Indenture.
PAYMENTS FOR CONSENT
SFX will not, and will not permit any of its Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to any holder of any
Notes as an inducement to any consent, waiver or amendment of any of the terms
or provisions of the Indenture or the Notes unless such consideration is
offered to be paid or is paid to all holders of the Notes that consent, waive
or agree to amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement.
BUSINESS ACTIVITIES
SFX will not, and will not permit any Restricted Subsidiary to, engage in
any business other than Permitted Businesses, unless it would not be material
to SFX and its Restricted Subsidiaries taken as a whole.
REPORTS
Whether or not required by the Commission, so long as any Notes are
outstanding, SFX will furnish to the holders of Notes, within the time periods
specified in the Commission's rules and regulations:
(1) all quarterly and annual financial information that would be required to
be contained in a filing with the Commission on Forms 10-Q and 10-K if
SFX were required to file such Forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
that describes the financial condition and results of operations of SFX
and its consolidated Subsidiaries and, with respect to the annual
information only, a report thereon by SFX's certified independent
accountants; and
(2) all current reports that would be required to be filed with the
Commission on Form 8-K if SFX were required to file such reports.
In addition, whether or not required by the Commission, SFX will file a
copy of all such information and reports referred to in clauses (1) and (2)
above with the Commission for public availability within the time periods
specified in the Commission's rules and regulations, unless the Commission will
not accept such a filing, and make such information available to securities
analysts and prospective investors upon request.
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EVENTS OF DEFAULT AND REMEDIES
Each of the following constitutes an Event of Default:
(1) default for 30 days in the payment when due of interest on, or
Liquidated Damages, if any, with respect to, the Notes, whether or not
prohibited by the subordination provisions of the Indenture;
(2) default in payment when due of the principal of or premium, if any,
on the Notes, whether or not prohibited by the subordination
provisions of the Indenture;
(3) failure by SFX or any Restricted Subsidiary to comply with the
provisions described under the captions "--Repurchase at the Option of
Holders--Change of Control" or "--Certain Covenants--Merger,
Consolidation or Sale of Assets";
(4) failure by SFX or any Restricted Subsidiary for 30 days after written
notice by the Trustee or the holders of at least 25% in principal
amount of the then outstanding Notes to comply with the provisions
described under the captions "--Repurchase at the Option of
Holders--Asset Sales," "--Certain Covenants--Restricted Payments" or
"--Certain Covenants--Incurrence of Indebtedness and Issuance of
Preferred Stock";
(5) failure by SFX or any Restricted Subsidiary for 60 days after written
notice by the Trustee or the holders of at least 25% in principal
amount of the then outstanding Notes to comply with any of its other
agreements in the Indenture or the Notes;
(6) default under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by SFX or any of its Restricted
Subsidiaries, or the payment of which is guaranteed by SFX or any of
its Restricted Subsidiaries, whether such Indebtedness or guarantee
now exists or is created after the date of the Indenture, if that
default:
(a) is caused by a failure to pay principal of or premium, if
any, or interest on such Indebtedness prior to the expiration
of the grace period provided in such Indebtedness on the date
of such default (a "Payment Default"); or
(b) results in the acceleration of such Indebtedness prior to its
express maturity;
and, in each case, the principal amount of any such Indebtedness, together
with the principal amount of any other such Indebtedness under which there
has been a Payment Default or the maturity of which has been so
accelerated, aggregates $10.0 million or more;
(7) failure by SFX or any of its Restricted Subsidiaries to pay final
judgments aggregating in excess of $10.0 million, which judgments are
not paid, discharged or stayed for a period of 60 days;
(8) except as permitted by the Indenture, any Subsidiary Guarantee shall
be held in any judicial proceeding to be unenforceable or invalid or
shall cease for any reason to be in full force and effect or any
Guarantor, or any Person acting on behalf of any Guarantor, shall deny
or disaffirm its obligations under its Subsidiary Guarantee; and
(9) certain events of bankruptcy or insolvency with respect to SFX or any
of SFX's Restricted Subsidiaries that constitutes a Significant
Subsidiary or any group of Restricted Subsidiaries of SFX that, taken
together, would constitute a Significant Subsidiary.
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If any Event of Default occurs and is continuing, the Trustee or the
holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. However, if an Event
of Default arises from certain events of bankruptcy or insolvency, with respect
to SFX, any Restricted Subsidiary of SFX that constitutes a Significant
Subsidiary or any group of Restricted Subsidiaries of SFX that, taken together,
would constitute a Significant Subsidiary, all outstanding Notes will become
due and payable immediately.
Holders of the Notes may not enforce the Indenture or the Notes except as
provided in the Indenture. Subject to certain limitations, holders of a
majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
holders of the Notes notice of any continuing Default or Event of Default,
except a Default or Event of Default relating to the payment of principal or
interest, if it determines that withholding notice is in their interest.
If an Event of Default occurs by reason of any willful action or inaction
taken or not taken by or on behalf of SFX with the intention of avoiding
payment of the premium that SFX would have had to pay if SFX then had elected
to redeem the Notes pursuant to the optional redemption provisions of the
Indenture, an equivalent premium will also become immediately due and payable
to the extent permitted by law upon the acceleration of the Notes. If an Event
of Default occurs prior to December 1, 2003 by reason of any willful action or
inaction taken or not taken by or on behalf of SFX with the intention of
avoiding the prohibition on redemption of the Notes prior to such date, then
the premium specified in the Indenture will also become immediately due and
payable to the extent permitted by law upon the acceleration of the Notes.
The holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest on, or the principal of, the Notes.
SFX is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture. Upon becoming aware of any Default or Event of
Default, SFX is required to deliver to the Trustee a statement specifying such
Default or Event of Default.
NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS
No director, officer, employee or stockholder of SFX or any Guarantor, as
such, will have any liability for any obligations of SFX or any Guarantor under
the Notes, the Subsidiary Guarantees, the Indenture or for any claim based on,
in respect of, or by reason of, such obligations or their creation. Each holder
of Notes by accepting a Note waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes. The waiver
may not be effective to waive liabilities under the federal securities laws.
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
SFX may, at its option and at any time, elect to have all of its
obligations discharged with respect to the outstanding Notes and to have each
Guarantor's obligation discharged with respect to its Subsidiary Guarantee
("Legal Defeasance"), except for:
(1) the rights of holders of outstanding Notes to receive payments in respect
of the principal of and premium, interest and Liquidated Damages, if any,
on the Notes when such payments are due from the trust referred to below;
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(2) SFX's obligations with respect to the Notes concerning issuing temporary
Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes
and the maintenance of an office or agency for payment and money for
security payments held in trust;
(3) the rights, powers, trusts, duties and immunities of the Trustee, and
SFX's obligations in connection therewith; and
(4) the Legal Defeasance provisions of the Indenture.
In addition, SFX may, at its option and at any time, elect to have the
obligations of SFX and each Guarantor released with respect to certain
covenants that are described in the Indenture ("Covenant Defeasance") and
thereafter any omission to comply with such obligations shall not constitute a
Default or Event of Default with respect to the Notes. If Covenant Defeasance
occurs, certain events, not including non-payment, bankruptcy, receivership,
rehabilitation and insolvency events, described under the caption "Events of
Default" will no longer constitute an Event of Default with respect to the
Notes.
In order to exercise either Legal Defeasance or Covenant Defeasance:
(1) SFX must irrevocably deposit with the Trustee, in trust, for the benefit
of the holders of the Notes, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will
be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of and premium,
interest and Liquidated Damages, if any, on the outstanding Notes on the
stated maturity or on the applicable redemption date, as the case may be,
and SFX must specify whether the Notes are being defeased to maturity or
to a particular redemption date;
(2) in the case of Legal Defeasance, SFX shall have delivered to the Trustee
an opinion of counsel in the United States reasonably acceptable to the
Trustee confirming that:
(a) SFX has received from, or there has been published by, the Internal
Revenue Service a ruling or
(b) since the date of the Indenture, there has been a change in the
applicable federal income tax law, in either case to the effect that,
and based thereon such opinion of counsel shall confirm that, the
holders of the outstanding Notes will not recognize income, gain or
loss for federal income tax purposes as a result of such Legal
Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been
the case if such Legal Defeasance had not occurred;
(3) in the case of Covenant Defeasance, SFX shall have delivered to the
Trustee an opinion of counsel in the United States reasonably acceptable
to the Trustee confirming that the holders of the outstanding Notes will
not recognize income, gain or loss for federal income tax purposes as a
result of such Covenant Defeasance and will be subject to federal income
tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;
(4) no Default or Event of Default shall have occurred and be continuing on
the date of such deposit, other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit, or
insofar as Events of Default from bankruptcy or insolvency events are
concerned, at any time in the period ending on the 91st day after the
date of deposit;
(5) such Legal Defeasance or Covenant Defeasance will not result in a breach
or violation of, or constitute a default under any material agreement or
instrument, other than the Indenture, to which SFX or any of its
Subsidiaries is a party or by which SFX or any of its Subsidiaries is
bound;
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(6) SFX shall have delivered to the Trustee an opinion of counsel to the
effect that after the 91st day following the deposit, the trust funds
will not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors' rights
generally;
(7) SFX shall have delivered to the Trustee an Officers' Certificate stating
that the deposit was not made by SFX with the intent of preferring the
holders of Notes over the other creditors of SFX with the intent of
defeating, hindering, delaying or defrauding creditors of SFX or others;
and
(8) SFX shall have delivered to the Trustee an Officers' Certificate and an
opinion of counsel, each stating that all conditions precedent provided
for relating to the Legal Defeasance or the Covenant Defeasance have been
complied with.
TRANSFER AND EXCHANGE
A holder may transfer or exchange Notes in accordance with the Indenture.
The Registrar and the Trustee may require a holder, among other things, to
furnish appropriate endorsements and transfer documents and SFX may require a
holder to pay any taxes and fees required by law or permitted by the Indenture.
SFX is not required to transfer or exchange any Note selected for redemption.
Also, SFX is not required to transfer or exchange any Note for a period of 15
days before a selection of Notes to be redeemed. The registered holder of a
Note will be treated as the owner of it for all purposes.
AMENDMENT, SUPPLEMENT AND WAIVER
The Indenture, the Notes and the Subsidiary Guarantees may be amended or
supplemented with the consent of the holders of at least a majority in
principal amount of the Notes then outstanding, including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Notes. Any existing default or compliance with any provision of the
Indenture, the Notes or the Subsidiary Guarantees may be waived with the
consent of the holders of a majority in principal amount of the then
outstanding Notes, including consents obtained in connection with a tender
offer or exchange offer for Notes.
However, without the consent of each holder affected, an amendment or
waiver may not, with respect to any Notes held by a non-consenting holder:
(1) reduce the principal amount of Notes whose holders must consent to an
amendment, supplement or waiver,
(2) reduce the principal of or change the fixed maturity of any Note or
alter the provisions with respect to the redemption of the Notes,
other than provisions relating to the covenants described above under
the caption "--Repurchase at the Option of Holders;"
(3) reduce the rate of or change the time for payment of interest on any
Note;
(4) waive a Default or Event of Default in the payment of principal of or
premium, interest or Liquidated Damages, if any, on the Notes except a
rescission of acceleration of the Notes by the holders of at least a
majority in aggregate principal amount of the Notes and a waiver of
the payment default that resulted from such acceleration;
(5) make any Note payable in money other than that stated in the Notes;
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(6) make any change in the provisions of the Indenture relating to
waivers of past Defaults or the rights of holders of Notes to receive
payments of principal of or premium, interest or Liquidated Damages,
if any, on the Notes;
(7) waive a redemption payment with respect to any Note, other than a
payment required by one of the covenants described above under the
caption "--Repurchase at the Option of Holders;"
(8) release any Guarantor from its Subsidiary Guarantee; or
(9) make any change in the foregoing amendment and waiver provisions.
In addition, any amendment to the provisions of Article 10 of the
Indenture relating to subordination will require the consent of the holders of
at least 75% in aggregate principal amount of the Notes then outstanding if
such amendment would adversely affect the rights of holders of Notes.
Notwithstanding the preceding, without the consent of any holder of Notes,
SFX, a Guarantor, with respect to a Subsidiary Guarantee or the Indenture to
which it is a party, and the Trustee may amend or supplement the Indenture, the
Notes or any Subsidiary Guarantee:
(1) to cure any ambiguity, defect or inconsistency;
(2) to provide for uncertificated Notes in addition to or in place of
certificated Notes;
(3) to provide for the assumption of SFX's or any Guarantor's obligations
to holders of Notes in the case of a merger or consolidation or sale
of substantially all of SFX's assets;
(4) to make any change that would provide any additional rights or
benefits to the holders of Notes or that does not adversely affect the
legal rights under the Indenture of any such holder; or
(5) to comply with requirements of the Commission in order to effect or
maintain the qualification of the Indenture under the Trust Indenture
Act.
CONCERNING THE TRUSTEE
If the Trustee becomes a creditor of SFX, the Indenture limits its right
to obtain payment of claims in certain cases, or to realize on certain property
received in respect of any such claim as security or otherwise. The Trustee
will be permitted to engage in other transactions; however, if it acquires any
conflicting interest it must eliminate such conflict within 90 days, apply to
the Commission for permission to continue or resign.
The holders of a majority in principal amount of the then outstanding
Notes will have the right to direct the time, method and place of conducting
any proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that if an Event of Default occurs
and continues, the Trustee will be required, in the exercise of its power, to
use the degree of care of a prudent man in the conduct of his own affairs.
Subject to such provisions, the Trustee will be under no obligation to exercise
any of its rights or powers under the Indenture at the request of any holder of
Notes, unless such holder shall have offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense.
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BOOK-ENTRY, DELIVERY AND FORM
The Old Notes have been sold in reliance on Rule 144A ("Rule 144A Notes")
and on Regulation S ("Regulation S Notes"). Rule 144A Notes are represented by
one or more Notes in registered, global form without interest coupons
(collectively, the "Rule 144A Global Notes"). Regulation S Notes initially are
represented by one or more Notes in registered, global form without interest
coupons (collectively, the "Regulation S Global Notes" and, together with the
Rule 144A Global Notes, the "Global Notes"). The Global Notes have been
deposited with the Trustee as custodian for DTC, in New York, New York, and are
registered in the name of DTC or its nominee, in each case, for credit to an
account of a direct or indirect participant in DTC.
Except as set forth below, the Global Notes may be transferred, in whole
and not in part, only to another nominee of DTC or to a successor of DTC or its
nominee. Beneficial interests in the Global Notes may not be exchanged for
Notes in certificated form except in the limited circustances described below.
All Old Notes bear restrictive legends and some transfers of beneficial
interests in the Global Notes are subject to the applicable rules and
procedures of DTC and its direct or indirect participants including, if
applicable, those of Euroclear System ("Euroclear") and Cedel S.A. ("Cedel").
Initially, the Trustee will act as Paying Agent and Registrar. The Notes
may be presented for registration of transfer and exchange at the offices of
the Registrar.
DEPOSITORY PROCEDURES
The following description of the operations and procedures of DTC,
Euroclear and Cedel are provided solely as a matter of convenience. These
operations and procedures are solely within the control of the respective
settlement systems and are subject to changes by them.
DTC has advised SFX that it is a limited-purpose trust company created to
hold securities for its participating organizations (collectively, the
"Participants") and to facilitate the clearance and settlement of transactions
in those securities between Participants through electronic book-entry changes
in accounts of its Participants. The Participants include securities brokers
and dealers, including the Initial Purchasers, banks, trust companies, clearing
corporations and certain other organizations. Access to DTC's system is also
available to other entities such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a Participant,
either directly or indirectly (collectively, the "Indirect Participants").
Persons who are not Participants may beneficially own securities held by or on
behalf of DTC only through the Participants or the Indirect Participants. The
ownership interests in, and transfers of ownership interests in, each security
held by or on behalf of DTC are recorded on the records of the Participants and
Indirect Participants.
DTC has also advised SFX that, pursuant to procedures established by it:
(1) upon deposit of the Global Notes, DTC has credited the accounts of
Participants designated by the Initial Purchasers with portions of the
principal amount of the Global Notes; and
(2) ownership of such interests in the Global Notes is shown on, and the
transfer of ownership thereof may be effected only through, records
maintained by DTC, with respect to the Participants, or by the
Participants and the Indirect Participants, with respect to other
owners of beneficial interest in the Global Notes.
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Investors in the Rule 144A Global Notes may hold their interests therein
directly through DTC, if they are Participants in such system, or indirectly
through organizations, including Euroclear and Cedel, which are Participants in
such system. Investors in the Regulation S Global Notes must initially hold
their interests therein through Euroclear or Cedel, if they are participants in
such systems, or indirectly through organizations that are participants in such
systems. After the expiration of a restricted distribution period, investors
may also hold interests in the Regulation S Global Notes through organizations
other than Euroclear and Cedel that are Participants in the DTC system.
Euroclear and Cedel hold interests in the Regulation S Global Note on behalf of
their Participants through customers' securities accounts in their respective
names on the books of their respective depositories. The depositories, in turn,
hold such interests in the Regulation S Global Notes in customers' securities
accounts in the depositories' names on the books of DTC. All interests in a
Global Note, including those held through Euroclear or Cedel, may be subject to
the procedures and requirements of DTC. Those interests held by Euroclear or
Cedel may be also be subject to the procedures and requirements of such system.
Except as described below, owners of interests in the Global Notes will
not have Notes registered in their names, will not receive physical delivery of
Notes in certificated form and will not be considered the registered owners or
"Holders" thereof under the Indenture for any purpose.
Payments in respect of the principal of, and premium, if any, Liquidated
Damages, if any, and interest on a Global Note registered in the name of DTC or
its nominee will be payable to DTC in its capacity as the registered holder
under the Indenture. Under the terms of the Indenture, SFX and the Trustee will
treat the persons in whose names the Notes, including the Global Notes, are
registered as the owners thereof for the purpose of receiving such payments and
for any and all other purposes whatsoever. Consequently, neither SFX, the
Trustee nor any agent of SFX or the Trustee has or will have any responsibility
or liability for:
(1) any aspect of DTC's records or any Participant's or Indirect
Participant's records relating to or payments made on account of any
beneficial ownership interest in the Global Notes, or for maintaining,
supervising or reviewing any of DTC's records or any Participant's or
Indirect Participant's records relating to the beneficial ownership
interests in the Global Notes; or
(2) any other matter relating to the actions and practices of DTC or any
of its Participants or Indirect Participants.
DTC has advised SFX that its current practice, upon receipt of any payment
in respect of securities such as the Notes, including principal and interest,
is to credit the accounts of the relevant Participants with the payment on the
payment date, in amounts proportionate to their respective holdings in the
principal amount of beneficial interest in the relevant security as shown on
the records of DTC unless DTC has reason to believe it will not receive payment
on such payment date. Payments by the Participants and the Indirect
Participants to the beneficial owners of Notes will be governed by standing
instructions and customary practices and will be the responsibility of the
Participants or the Indirect Participants and will not be the responsibility of
DTC, the Trustee or SFX. Neither SFX nor the Trustee will be liable for any
delay by DTC or any of its Participants in identifying the beneficial owners of
the Notes, and SFX and the Trustee may conclusively rely on and will be
protected in relying on instructions from DTC or its nominee for all purposes.
Except for trades involving only Euroclear and Cedel participants,
interests in the Global Notes will trade in DTC's Same-Day Funds Settlement
System and secondary market
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trading activity in such interests will, therefore, settle in immediately
available funds, subject in all cases to the rules and procedures of DTC and
its participants.
Transfers between Participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds. Transfers between
participants in Euroclear and Cedel will be effected in the ordinary way in
accordance with their respective rules and operating procedures.
DTC has advised SFX that it will take any action permitted to be taken by
a holder of Notes only at the direction of one or more Participants to whose
account DTC has credited the interests in the Global Notes and only in respect
of such portion of the aggregate principal amount of the Notes as to which such
Participant or Participants has or have given such direction. However, if there
is an Event of Default under the Notes, DTC reserves the right to exchange the
Global Notes for legended Notes in certificated form, and to distribute such
Notes to its Participants.
Although DTC, Euroclear and Cedel have agreed to the foregoing procedures
to facilitate transfers of interests in the Global Notes among Participants in
DTC, Euroclear and Cedel, they are under no obligation to perform or to
continue to perform such procedures, and such procedures may be discontinued at
any time. Neither SFX nor the Trustee nor any of their respective agents will
have any responsibility for the performance by DTC, Euroclear or Cedel or their
respective participants or indirect participants of their respective
obligations under the rules and procedures governing their operations.
CERTIFICATED NOTES
If:
(1) DTC
(a) notifies SFX that it is unwilling or unable to continue as depositary
for the Global Notes and SFX fails to appoint a successor depositary
or
(b) has ceased to be a clearing agency registered under the Exchange
Act;
(2) SFX, at its option, notifies the Trustee in writing that it elects to
cause the issuance of the certificated notes; or
(3) there shall have occurred and be continuing a Default or Event of
Default with respect to the Notes,
a Global Note will be exchangeable for definitive Notes in registered form
("Certificated Notes"). Upon any such issuance, the Trustee is required to
register such Certificated Notes in the name of, and cause the same to be
delivered to, such person or persons, or the nominee of any thereof.
In addition, beneficial interests in a Global Note may be exchanged for
Certificated Notes upon request but only upon prior written notice given to the
Trustee by or on behalf of DTC in accordance with the Indenture. Further,
Certificated Notes may be exchanged for beneficial interests in Global Notes
upon a delivery by the holder of a certificate to the Trustee that the transfer
will comply with the transfer restrictions of the Note.
Neither SFX nor the Trustee will be liable for any delay by the Global
Note holder or the depositary in identifying the beneficial owners of Notes and
SFX and the Trustee may conclusively rely on, and will be protected in relying
on, instructions from the Global Note holder or the depositary for all
purposes.
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SAME DAY SETTLEMENT AND PAYMENT
The Indenture requires that payments in respect of the Notes represented
by the Global Notes (including principal, premium, if any, interest and
Liquidated Damages, if any) be made by wire transfer of immediately available
funds to the accounts specified by the Global Note holder. With respect to
certificated Notes, SFX will make all payments of principal, premium, if any,
interest and Liquidated Damages, if any, by wire transfer of immediately
available funds to the accounts specified by the holder thereof or, if no such
account is specified, by mailing a check to each such holder's registered
address. SFX expects that secondary trading in the certificated Notes will also
be settled in immediately available funds.
REGISTRATION RIGHTS; LIQUIDATED DAMAGES
Holders of the New Notes are not entitled to any registration rights with
respect to the New Notes. SFX, the Guarantors and the Initial Purchasers
entered into the Registration Rights Agreement for the benefit of the holders
of the Old Notes, pursuant to which SFX and the Guarantors agreed to use its
best efforts to file with the Commission the Exchange Offer Registration
Statement with respect to the New Notes by March 5, 1999 and use their best
efforts to have the Exchange Offer Registration Statement declared effective by
the Commission on or prior to April 19, 1999. Unless the exchange offer would
not be permitted by applicable law or Commission policy, SFX will commence the
exchange offer and use its best efforts to issue, on or before 30 business days
after the date on which the Exchange Offer Registration Statement was declared
effective by the Commission, New Notes in exchange for all Old Notes tendered
prior thereto in the exchange offer. Upon the Exchange Offer Registration
Statement being declared effective, SFX will offer the New Notes in exchange
for surrender of the Old Notes.
If:
(1) SFX and the Guarantors are not required to file the Exchange Offer
Registration Statement or permitted to consummate the exchange offer
because the exchange offer is not permitted by applicable law or
Commission policy; or
(2) any holder of Transfer Restricted Securities notifies SFX before the
20th day following consummation of the exchange offer that:
(a) it is prohibited by law or Commission policy from participating in
the exchange offer; or
(b) that it may not resell the New Notes acquired by it in the exchange
offer to the public without delivering a prospectus and the
prospectus contained in the Exchange Offer Registration Statement is
not appropriate or available for such resales; or
(c) that it is a broker-dealer and owns Notes acquired directly from
SFX or an affiliate of SFX,
SFX and the Guarantors will file with the Commission no later than 30 days
after the filing obligation arises a Shelf Registration Statement to cover
resales of the Notes by the holders thereof who satisfy certain conditions
relating to the provision of information in connection with the Shelf
Registration Statement. SFX and the Guarantors will use their best efforts to
cause the applicable registration statement to be declared effective as
promptly as possible by the Commission on or prior to 90 days after such
obligation arises.
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For purposes of the foregoing, "Transfer Restricted Securities" means each
Note until:
(1) the date on which such Note has been exchanged by a person other than
a broker-dealer for a New Note in the exchange offer;
(2) following the exchange by a broker-dealer in the exchange offer of an
Old Note for a New Note, the date on which such New Note is sold to a
purchaser who receives from such broker-dealer on or prior to the date
of such sale a copy of the prospectus contained in the Exchange Offer
Registration Statement;
(3) the date on which such Old Note has been effectively registered under
the Securities Act and disposed of in accordance with the Shelf
Registration Statement; or
(4) the date on which such Old Note is distributed to the public pursuant
to Rule 144 under the Securities Act.
If:
(1) SFX and the Guarantors fail to file any of the Registration
Statements required by the registration rights agreement on or before
the date specified for such filing;
(2) any of such Registration Statements is not declared effective by the
Commission on or prior to the date specified for such effectiveness
(the "Effectiveness Target Date");
(3) SFX fails to consummate the exchange offer within 30 business days of
the Effectiveness Target Date with respect to the Exchange Offer
Registration Statement; or
(4) the Shelf Registration Statement or the Exchange Offer Registration
Statement is declared effective but thereafter ceases to be effective
or usable in connection with resales of Transfer Restricted Securities
during the periods specified in the Registration Rights
Agreement--each such event referred to in clauses (1) through (4)
above a "Registration Default,"
then SFX and the Guarantors will pay Liquidated Damages to each holder of
Notes, with respect to the first 90-day period immediately following the
occurrence of the first Registration Default, equal to $.05 per week per $1,000
principal amount of Notes held by such holder. Liquidated Damages will increase
by an additional $.05 per week per $1,000 principal amount of Notes with
respect to each subsequent 90-day period until all Registration Defaults have
been cured, up to a maximum Liquidated Damages for all Registration Defaults of
$.50 per week per $1,000 principal amount of Notes. SFX will pay all accrued
Liquidated Damages on each Damages Payment Date to the Global Note holder by
wire transfer of immediately available funds or by federal funds check and to
holders of Certificated Securities by wire transfer to the accounts specified
by them or by mailing checks to their registered addresses if no such accounts
have been specified. Following the cure of all Registration Defaults, the
accrual of Liquidated Damages will cease.
CERTAIN DEFINITIONS
Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.
"Acquired Debt" means, with respect to any specified Person:
(1) Indebtedness of any other Person existing at the time such other
Person is merged with or into or became a Subsidiary of such specified
Person, including, without
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limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person; and
(2) Indebtedness secured by a Lien encumbering any asset acquired by such
specified Person.
"Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of
the Voting Stock of a Person is deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.
"Acquired Businesses" means each of the businesses to be acquired by SFX
pursuant to the Pending Acquisitions.
"Asset Sale" means:
(1) the sale, lease, conveyance or other disposition of any assets or
rights--including, without limitation, by way of a sale and
leaseback--excluding sales of services and ancillary products in the
ordinary course of business consistent with past practices; provided
that the sale, lease, conveyance or other disposition of all or
substantially all of the assets of SFX and its Restricted Subsidiaries
taken as a whole will be governed by the provisions of the Indenture
described above under the caption "--Repurchase at the Option of
Holders--Change of Control" and/or the provisions described above
under the caption "--Certain Covenants--Merger, Consolidation or Sale
of Assets" and not by the provisions of the Asset Sale covenant; and
(2) the issue or sale by SFX or any of its Subsidiaries of Equity
Interests of any of SFX's Subsidiaries, in the case of either clause
(1) or (2), whether in a single transaction or a series of related
transactions that have a fair market value in excess of $5.0 million,
or for net proceeds in excess of $5.0 million.
Notwithstanding the preceding, the following items will not be deemed to be an
Asset Sale:
(1) a transfer of assets by SFX to a Wholly Owned Restricted Subsidiary
or by a Wholly Owned Restricted Subsidiary to SFX or to another Wholly
Owned Restricted Subsidiary;
(2) an issuance of Equity Interests by a Wholly Owned Restricted
Subsidiary to SFX or to another Wholly Owned Restricted Subsidiary;
(3) the transfer of obsolete equipment in the ordinary course of
business;
(4) the sale and leaseback of any assets within 90 days of the
acquisition of such assets; and
(5) a Restricted Payment that is permitted by the covenant described
above under the caption "--Certain Covenants--Restricted Payments."
"Attributable Debt" in respect of a sale and leaseback transaction means,
at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction,
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including any period for which such lease has been extended or may, at the
option of the lessor, be extended. Such present value shall be calculated using
a discounted rate equal to the rate of interest implicit in such transaction,
determined in accordance with GAAP.
"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person", as such term is used in Section 13(d)(3)
of the Exchange Act, such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire, whether such
right is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition.
"Broadcasting Merger" means the merger of SBI Radio Acquisition
Corporation with and into SFX Broadcasting, Inc., pursuant to which SFX
Broadcasting, Inc. became a subsidiary of SBI Holding Co.
"Capital Lease Obligation" means, at the time any determination thereof is
to be made, the amount of the liability in respect of a capital lease that
would at such time be required to be capitalized on a balance sheet in
accordance with GAAP.
"Capital Stock" means:
(1) in the case of a corporation, corporate stock;
(2) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents, however
designated, of corporate stock;
(3) in the case of a partnership or limited liability company,
partnership or membership interests, whether general or limited; and
(4) any other interest or participation that confers on a Person the
right to receive a share of the profits and losses of, or
distributions of assets of, the issuing Person.
"Cash Equivalents" means:
(1) United States dollars;
(2) securities issued or directly and fully guaranteed or insured by the
United States government or any agency or instrumentality thereof
having maturities of not more than six months from the date of
acquisition;
(3) certificates of deposit and eurodollar time deposits with maturities
of six months or less from the date of acquisition, bankers'
acceptances with maturities not exceeding six months and overnight
bank deposits, in each case with any domestic commercial bank having
capital and surplus in excess of $500.0 million and a Thompson Bank
Watch Rating of "B" or better;
(4) repurchase obligations with a term of not more than seven days for
underlying securities of the types described in clauses (2) and (3)
above entered into with any financial institution meeting the
qualifications specified in clause (3) above;
(5) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Corporation and in each
case maturing within six months after the date of acquisition; and
(6) money market funds at least 95% of the assets of which constitute
Cash Equivalents of the kinds described in clauses (1) through (5) of
this definition.
"Cellar Door Agreement" means any agreement by SFX to acquire the Cellar
Door music promotion and entertainment business, on terms similar to the letter
of intent dated August 12, 1998, and any additional agreements related thereto.
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"Change of Control" means the occurrence of any of the following:
(1) the sale, lease, transfer, conveyance or other disposition, other
than the Spin-Off or by way of merger or consolidation, in one or a
series of related transactions, of all or substantially all of the
assets of SFX and its Subsidiaries taken as a whole to any
"person"--as such term is used in Section 13(d)(3) of the Exchange
Act--other than the Principal or a Related Party of the Principal;
(2) the adoption of a plan relating to the liquidation or dissolution of
SFX;
(3) the consummation of any transaction, including, without limitation,
any merger or consolidation, the result of which is that any "person,"
as defined above, other than the Principal and his Related Parties,
becomes the Beneficial Owner, directly or indirectly, of more than 35%
of the Voting Stock of SFX; or
(4) the first day on which a majority of the members of the Board of
Directors of SFX are not Continuing Directors.
"Compensation Committee" means a committee of at least two members of the
Board of Directors of SFX, a majority of whom are:
(1) independent directors elected by the holders of Class A common stock
of SFX; and
(2) not interested in the particular transactions being approved.
"Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period plus, without
duplication:
(1) an amount equal to any extraordinary loss plus any net loss realized
in connection with an Asset Sale, to the extent such losses were
deducted in computing such Consolidated Net Income; plus
(2) provision for taxes based on income or profits of such Person and its
Restricted Subsidiaries for such period, to the extent that such
provision for taxes was deducted in computing such Consolidated Net
Income; plus
(3) consolidated interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued and whether or
not capitalized, including, without limitation, amortization of debt
issuance costs and original issue discount, non-cash interest
payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease
Obligations, imputed interest with respect to Attributable Debt,
commissions, discounts and other fees and charges incurred in respect
of letter of credit or bankers' acceptance financings, and net
payments, if any, pursuant to Hedging Obligation, to the extent that
any such expense was deducted in computing such Consolidated Net
Income; plus
(4) depreciation expense for such period, to the extent the same was
deducted in computing such Consolidated Net Income; plus
(5) all amortization expense and other non-cash expenses--excluding any
such non-cash expense to the extent that it represents an accrual of
or reserve for cash expenses in any future period--for such period, to
the extent the same was deducted in computing such Consolidated Net
Income; plus
(6) unusual and nonrecurring charges paid or accrued in 1997 or 1998,
including, but not limited to, legal, accounting, investment banking,
severance, termination, non-compete and consent fees relating to the
Merger Agreement, the Spin-Off, the Pending Acquisitions and
transactions related thereto; minus
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(7) non-cash items increasing such Consolidated Net Income for such
period; minus
(8) except to the extent already deducted in computing Consolidated Net
Income for such period, preproduction expenses and investments in
theatrical productions incurred or made during such period by SFX or
any Restricted Subsidiary as set forth in SFX's Consolidated Statement
of Cash Flows; plus
(9) any cash return of capital paid to SFX or a Restricted Subsidiary
during such period associated with a preproduction expense or
investment in theatrical productions to the extent the same was
deducted pursuant to clause (8) above in computing Consolidated Cash
Flow for such period or a prior period, in each case, on a
consolidated basis and determined in accordance with GAAP.
"Consolidated Indebtedness" means, with respect to any Person as of any
date of determination, the sum, without duplication, of:
(1) the total amount of Indebtedness and Attributable Debt of such Person
and its Restricted Subsidiaries; plus
(2) the total amount of Indebtedness and Attributable Debt of any other
Person, to the extent that such Indebtedness or Attributable Debt has
been guaranteed by the referent Person or by one or more of its
Restricted Subsidiaries or is secured by a Lien on assets of the
referent Person or any of its Restricted Subsidiaries; plus
(3) the aggregate liquidation value of all Disqualified Stock of such
Person and all preferred stock of Restricted Subsidiaries of such
Person, in each case, determined on a consolidated basis in accordance
with GAAP.
"Consolidated Net Income" means, with respect to any Person for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:
(1) the Net Income, but not loss, of any Person that is not a Restricted
Subsidiary or that is accounted for by the equity method of accounting
shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Restricted
Subsidiary thereof;
(2) the Net Income of any Restricted Subsidiary shall be excluded to the
extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is not
at the date of determination permitted without any prior governmental
approval, that has not been obtained, or, directly or indirectly, by
operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule or governmental regulation
applicable to that Restricted Subsidiary or its stockholders;
(3) the Net Income of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition shall
be excluded;
(4) the cumulative effect of a change in accounting principles shall be
excluded; and
(5) the Net Income, but not loss, of any Unrestricted Subsidiary shall be
excluded, whether or not distributed to SFX or one of its Restricted
Subsidiaries.
"Contemporary Agreement" means the agreement by SFX to acquire The
Contemporary Group, dated as of December 12, 1997, and the agreements related
thereto, each as in effect on the date of the Indenture.
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"Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of SFX who
(1) was a member of such Board of Directors on the date of the Indenture;
or
(2) was nominated for election or elected to such Board of Directors with
the approval of a majority of the Continuing Directors who were
members of such Board at the time of such nomination or election.
"Credit Facility" or "Credit Facilities" means one or more debt
facilities, including, without limitation, the Senior Credit Facility, or
commercial paper facilities with banks or other institutional lenders providing
for revolving credit loans, term loans, receivables financing, including
through the sale of receivables to such lenders or to special purpose entities
formed to borrow from such lenders against such receivables, or letters of
credit, in each case, as amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time. Indebtedness
under Credit Facilities outstanding on the date on which Notes are first issued
and authenticated under the Indenture shall be deemed to have been incurred on
such date in reliance on the exception provided by clause (1) of the definition
of Permitted Debt.
"Debt to Cash Flow Ratio" means, with respect to any Person as of any date
of determination (the "Calculation Date"), the ratio of the Consolidated
Indebtedness of such Person as of such date, to the Consolidated Cash Flow of
such Person for the four most recent full fiscal quarters ending immediately
prior to such date for which internal financial statements are available. Such
determination is made on a pro forma basis after giving effect to all
acquisitions and dispositions of assets made by such Person and its Restricted
Subsidiaries from the beginning of such four-quarter period through and
including such date of determination, including any related financing
transactions, as if such acquisitions and dispositions had occurred at the
beginning of such four-quarter period.
For purposes of making the computation referred to above:
(1) acquisitions that have been made by such Person or any of its
Restricted Subsidiaries, including through mergers or consolidations
and including any related financing transactions, during the
four-quarter reference period or subsequent to such reference period
and on or prior to the Calculation Date shall be deemed to have
occurred on the first day of the four-quarter reference period and
Consolidated Cash Flow for such reference period shall be calculated
without giving effect to clause (3) of the proviso set forth in the
definition of Consolidated Net Income; and
(2) the Consolidated Cash Flow attributable to discontinued operations,
as determined in accordance with GAAP, and operations or businesses
disposed of by SFX or any of its Restricted Subsidiaries prior to the
Calculation Date,
will be excluded.
"Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.
"Delsener/Slater Employment Agreements" means:
(1) the employment agreement dated January 2, 1997, among Broadcasting,
Delsener/Slater Enterprises, Inc. and Mitch Slater; and
(2) the employment agreement dated January 2, 1997 among Broadcasting,
Delsener/Slater Enterprises, Inc. and Ron Delsener, in each case as in
effect on the date of the Indenture.
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"Designated Senior Debt" means:
(1) any Indebtedness outstanding under the Senior Credit Facility; and
(2) any other Senior Debt or Guarantor Senior Debt permitted under the
Indenture the principal amount of which is $25.0 million or more and
that has been designated by SFX as "Designated Senior Debt."
"Disqualified Stock" means any Capital Stock that, by its terms, or by the
terms of any security into which it is convertible or for which it is
exchangeable at the option of the holder thereof, or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof,
in whole or in part, on or prior to the date that is 91 days after the date on
which the Notes mature. Notwithstanding the preceding sentence, any Capital
Stock that would constitute Disqualified Stock solely because the holders
thereof have the right to require SFX to repurchase such Capital Stock upon the
occurrence of a Change of Control or an Asset Sale will not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Issuer
may not repurchase or redeem any such Capital Stock pursuant to such provisions
unless such repurchase or redemption complies with the covenant described above
under the caption "--Certain Covenants--Restricted Payments."
"Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock, but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock.
"Existing Indebtedness" means Indebtedness in existence on the date of the
Indenture, other than Indebtedness under Credit Facilities, until such
Indebtedness is repaid.
"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.
"Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit and reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.
"Hedging Obligations" means the obligations of any Person under:
(1) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements; and
(2) other agreements or arrangements designed to protect such Person
against fluctuations in interest rates.
"Indebtedness" means, with respect to any Person without duplication, any
indebtedness of such Person, whether or not contingent, in respect of
(1) borrowed money;
(2) evidenced by bonds, notes, debentures or similar instruments or
letters of credit, or reimbursement agreements in respect thereof;
(3) banker's acceptances;
(4) representing Capital Lease Obligations; or
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(5) the balance deferred and unpaid of the purchase price of any
property or representing any Hedging Obligations, except any such
balance that constitutes an accrued expense or trade payable,
if and to the extent any of the foregoing indebtedness, other than letters of
credit and Hedging Obligations, would appear as a liability upon a balance
sheet of such Person prepared in accordance with GAAP. In addition,
"Indebtedness" includes all indebtedness of others secured by a Lien on any
asset of such Person, whether or not such indebtedness is assumed by such
Person, and to the extent not otherwise included, the guarantee by such Person
of any indebtedness of any other Person.
The amount of any Indebtedness outstanding as of any date will be:
(1) the accreted value thereof, in the case of any Indebtedness issued
with original issue discount; and
(2) the principal amount thereof, together with any interest thereon
that is more than 30 days past due, in the case of any other
Indebtedness.
"Investments" means, with respect to any Person, all investments by such
Person in other Persons, including Affiliates, in the forms of direct or
indirect loans, including guarantees of Indebtedness or other obligations,
advances or capital contributions, excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business,
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If SFX or any Subsidiary of SFX sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of SFX such that, after giving
effect to any such sale or disposition, such Person is no longer a Subsidiary
of SFX, SFX shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the fair market value of the Equity Interests of
such Subsidiary not sold or disposed of in an amount determined as provided in
the third paragraph of the covenant described above under the caption
"--Certain Covenants--Restricted Payments."
"Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and any filing of or agreement to give any financing statement
under the Uniform Commercial Code, or equivalent statutes of any jurisdiction.
"Marquee" means The Marquee Group, Inc., a Delaware corporation.
"Marquee Merger Agreement" means the Agreement and Plan of Merger dated
July 23, 1998, as amended, providing for the merger of a wholly owned
subsidiary of SFX with and into Marquee, and all transactions and agreements
specifically contemplated thereby or by instruments referred to therein, each
as in effect on the date of the Indenture.
"Meadows Repurchase" means the transfer by Broadcasting to SFX of an
option to repurchase, and the purchase by SFX, of up to 250,838 shares of Class
A common stock of Broadcasting for $33.00 per share, pursuant to an option
granted in connection with the Agreement of Merger, dated February 12, 1997, by
and among Broadcasting, NOC Acquisition Corp., CAPCO Acquisition Corp., QN
Acquisition Corp., Nederlander of Connecticut, Inc., Connecticut Amphitheater
Development Corporation, QN Corp., Connecticut Performing Arts, Inc. and
Connecticut Performing Arts Partners and the
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stockholders of Nederlander of Connecticut, Inc., Connecticut Amphitheater
Development Corporation and QN Corp. listed on the signature pages thereto and
the transfer of such stock to Broadcasting prior to the Broadcasting Merger.
"Merger Agreement" means the Agreement and Plan of Merger dated as of
August 24, 1997, that provides for the Broadcasting Merger and all transactions
and agreements specifically contemplated thereby or by instruments referred to
therein, each as in effect on the date of the Indenture.
"Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however:
(1) any gain, but not loss, together with any related provision for
taxes on such gain, but not loss, realized in connection with:
(a) any Asset Sale, including, without limitation, dispositions
pursuant to sale and leaseback transactions; or
(b) the disposition of any securities by such Person or any of
its Restricted Subsidiaries or the extinguishment of any
Indebtedness of such Person or any of its Restricted
Subsidiaries; and
(2) any extraordinary gain, but not loss, together with any related
provision for taxes on such extraordinary gain, but not loss.
"Net Proceeds" means the aggregate cash proceeds received by SFX or any of
its Restricted Subsidiaries in respect of any Asset Sale, including, without
limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale, net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result thereof, taxes paid or payable as a result thereof, after
taking into account any available tax credits or deductions and any tax sharing
arrangements, amounts required to be applied to the repayment of Indebtedness
secured by a Lien on the asset or assets that were the subject of such Asset
Sale and any reserve for adjustment in respect of the sale price of such asset
or assets established in accordance with GAAP.
"Non-Guarantor Subsidiaries" means Walnut Creek Amphitheater Partnership,
Coral Sky Amphitheater Partnership, PACE Entertainment Charitable Foundation
and PTG-Florida, Inc./BSMG Joint Venture.
"Non-Recourse Debt" means Indebtedness:
(1) as to which neither SFX nor any of its Restricted Subsidiaries
(a) provides credit support of any kind, including any
undertaking, agreement or instrument that would constitute
Indebtedness,
(b) is directly or indirectly liable, as a guarantor or
otherwise, or
(c) constitutes the lender;
(2) no default with respect to which, including any rights that the
holders thereof may have to take enforcement action against an
Unrestricted Subsidiary, would permit, upon notice, lapse of time or
both, any holder of any other Indebtedness, other than the Notes
being offered hereby, of SFX or any of its Restricted Subsidiaries to
declare a default on such other Indebtedness or cause the payment
thereof to be accelerated or payable prior to its stated maturity;
and
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(3) as to which the lenders have been notified in writing that they will
not have any recourse to the stock or assets of SFX or any of its
Restricted Subsidiaries.
"Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.
"Pace Agreement" means the agreement by SFX to acquire PACE Entertainment
Corporation, including the Agreements relating to the Sony Acquisition and the
Blockbuster Acquisition to acquire a 100% interest in Pavilion Partners, dated
December 12, 1997 and the agreements related thereto, each as in effect on the
date of the Indenture.
"Pace Acquisition Facility" means the agreement by SFX, pursuant to the
Pace Agreement, to provide to PACE Entertainment Corporation up to an aggregate
of $25.0 million to be used to fund certain acquisitions, as in effect on the
date of the Indenture.
"Pending Acquisitions" means the acquisition by SFX of
(1) Cellar Door; and
(2) Marquee and including the transactions and agreements specifically
related thereto.
"Permitted Business" means the live entertainment business and any
business reasonably similar, complementary, ancillary or related thereto,
including the Pending Acquisitions.
"Permitted Investments" means:
(1) any Investment in SFX or in a Guarantor;
(2) any Investment in Cash Equivalents;
(3) any Investment by SFX or any Restricted Subsidiary of SFX in a
Person engaged in a Permitted Business, if:
(a) as a result of, or concurrently with, such Investment such
Person becomes a Guarantor; or
(b) as a result of, or concurrently with, such Investment such
Person is merged, consolidated or amalgamated with or into,
or transfers or conveys substantially all of its assets to,
or is liquidated into, SFX or a Guarantor; or
(c) SFX or a Guarantor has entered into a binding agreement to
acquire such Person or all or substantially all of the
assets of such Person, which agreement is in effect on the
date of such Investment, and such Person becomes a Guarantor
or such transaction is consummated, in each case within 180
days of the date of such Investment;
(4) any Restricted Investment made as a result of the receipt of
non-cash consideration from an Asset Sale that was made pursuant to
and in compliance with the covenant described above under the caption
"--Repurchase at the Option of Holders--Asset Sales;"
(5) any obligations or shares of Capital Stock received in connection
with or as a result of a bankruptcy, workout or reorganization of the
issuer of such obligations or shares of Capital Stock;
(6) any Investment received involuntarily;
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(7) any acquisition of assets solely in exchange for the issuance of
Equity Interests, other than Disqualified Stock, of SFX;
(8) any Investment made under the Pace Acquisition Facility pursuant to
the Pace Agreement as in effect on the date of the Indenture;
(9) any Investment owned by any of the Acquired Businesses as of the
date such Acquired Business is acquired;
(10) other Investments in Persons engaged in Permitted Businesses,
measured on the date each such Investment was made and without giving
effect to subsequent changes in value, when taken together with all
other Investments made pursuant to this clause (10) that are at the
time outstanding, not to exceed 5% of Total Tangible Assets;
(11) the consummation of the Pending Acquisitions;
(12) the Meadows Repurchase and the Series E Preferred Repurchase;
provided that SFX receives either;
(a) a cash payment from Broadcasting or Broadcasting Buyer or an
Affiliate thereof at or prior to the date of the Merger at
least equal to the aggregate amount expended by SFX in the
Meadows Repurchase and the Series E Preferred Repurchase
less $3.0 million, or
(b) an increase in favor of SFX in the Working Capital
Adjustment, including the avoidance of a decrease,
contemplated by the Merger Agreement in an amount at least
equal to the aggregate amount expended by SFX in the Meadows
Repurchase and the Series E Preferred Repurchase less $3.0
million or
(c) any combination thereof adding up to an amount at least
equal to the aggregate amount expended by SFX in the Meadows
Repurchase and the Series E Preferred Repurchase less $3.0
million; and
(13) other Investments in any Person, measured on the date each such
Investment was made and without giving effect to subsequent changes
in value, when taken together with all other Investments made
pursuant to this clause (13) that are at the time outstanding, not to
exceed $4.0 million.
"Permitted Junior Securities" means Equity Interests in SFX or debt
securities of SFX or the relevant Guarantor that are subordinated to all Senior
Debt, and any debt securities issued in exchange for Senior Debt, or Guarantor
Senior Debt, and any debt securities issued in exchange for Guarantor Senior
Debt, as applicable, to substantially the same extent as, or to a greater
extent than, the Notes are subordinated to Senior Debt or the Subsidiary
Guarantees are subordinated to Guarantor Senior Debt, as applicable, pursuant
to the Indenture.
"Permitted Liens" means:
(1) Liens securing Senior Debt that was permitted by the terms of the
Indenture to be incurred;
(2) Liens in favor of SFX or any of its Restricted Subsidiaries;
(3) Liens on property of a Person existing at the time such Person is
merged into or consolidated with SFX or any Restricted Subsidiary of
SFX, provided that such
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Liens were not incurred in contemplation of such merger or
consolidation and do not extend to any assets other than those of the
Person merged into or consolidated with SFX;
(4) Liens on property existing at the time of acquisition thereof by SFX
or any Restricted Subsidiary of SFX, provided that such Liens were in
existence prior to the contemplation of such acquisition;
(5) Liens to secure the performance of statutory obligations, surety or
appeal bonds, performance bonds or other obligations of a like nature
incurred in the ordinary course of business;
(6) Liens existing on the date of the Indenture;
(7) Liens for taxes, assessments or governmental charges or claims that
are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded,
provided that any reserve or other appropriate provision as shall be
required in conformity with GAAP shall have been made therefor; and
(8) Liens incurred in the ordinary course of business of SFX or any
Restricted Subsidiary of SFX with respect to obligations that do not
exceed $2.0 million at any one time outstanding.
"Permitted Refinancing Indebtedness" means any Indebtedness of SFX or any
of its Restricted Subsidiaries or any Disqualified Stock of SFX issued in
exchange for, or the net proceeds of which are used to extend, refinance,
renew, replace, defease or refund other Indebtedness of SFX or any of its
Restricted Subsidiaries; provided that:
(1) the principal amount, or accreted value or liquidation preference,
if applicable, of such Permitted Refinancing Indebtedness does not
exceed the principal amount of, or accreted value, if applicable,
plus accrued interest on, the Indebtedness so extended, refinanced,
renewed, replaced, defeased or refunded, plus the amount of
reasonable expenses incurred in connection therewith;
(2) such Permitted Refinancing Indebtedness has a final maturity date
later than the final maturity date of, and has a Weighted Average
Life to Maturity equal to or greater than the Weighted Average Life
to Maturity of, the Indebtedness being extended, refinanced, renewed,
replaced, defeased or refunded;
(3) if the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is pari passu with the Notes, such Permitted
Refinancing Indebtedness is pari passu with or subordinated in right
of payment to the Notes or is Disqualified Stock;
(4) if the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded is subordinated in right of payment to the
Notes, such Permitted Refinancing Indebtedness is subordinated in
right of payment to the Notes on terms at least as favorable to the
holders of Notes as those contained in the documentation governing
the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded or is Disqualified Stock; and
(5) such Indebtedness is incurred either by SFX or by the Restricted
Subsidiary that is the obligor on the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded, or such
Disqualified Stock is issued by SFX, as applicable.
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"Principal" means Robert F.X. Sillerman.
"Related Party" with respect to the Principal means:
(1) any spouse or immediate family member of the Principal; or
(2) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or Persons beneficially
holding an 80% or more controlling interest of which consist of the
Principal and/or such other Persons referred to in the immediately
preceding clause (1).
"Restricted Investment" means an Investment other than a Permitted
Investment.
"Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.
"Senior Credit Facility" means that certain credit agreement by and among
SFX, the Guarantors, the lenders party thereto, The Bank of New York, as
Administrative Agent, Lehman Commercial Paper Inc. and Goldman Credit Partners
L.P., each as Co-Agents, as contemplated by that certain commitment letter by
and among SFX, the Guarantors, The Bank of New York, as Arranger, and Lehman
Brothers Inc. and Goldman, Sachs & Co., each as Co-Arrangers, each as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.
"Senior Debt" means:
(1) all Indebtedness outstanding under Credit Facilities and all Hedging
Obligations with respect thereto;
(2) any other Indebtedness of SFX or any Guarantor permitted to be
incurred under the terms of the Indenture, other than the February
2008 Notes, unless the instrument under which such Indebtedness is
incurred expressly provides that it is on a parity with or
subordinated in right of payment to the Notes or the Subsidiary
Guarantees; and
(3) all Obligations of SFX or any Guarantor with respect to the
foregoing.
Notwithstanding anything to the contrary in the foregoing, Senior Debt will not
include:
(1) any liability for federal, state, local or other taxes owed or owing
by SFX;
(2) any Indebtedness of SFX or any Guarantor to any of its Subsidiaries
or other Affiliates;
(3) any trade payables; or
(4) any Indebtedness that is incurred in violation of the Indenture;
provided that Indebtedness under Credit Facilities will not cease to be Senior
Debt if borrowed based upon a written certificate from a purported officer of
SFX to the effect that such Indebtedness was permitted by the Indenture to be
incurred. The Notes will be pari passu with the February 2008 Notes.
"Series E Preferred Repurchase" means the purchase by SFX of up to $14.2
million in liquidation preference of 125/8% Series E Cumulative Exchangeable
Preferred Stock due October 31, 2006 of Broadcasting and the dividend or other
transfer of such stock to Broadcasting prior to the Broadcasting Merger.
"Significant Subsidiary" means any Restricted Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date hereof.
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"Spin-Off" means the distribution of the common stock of SFX pro rata to
the holders of Broadcasting or other disposition pursuant to, or as permitted
by, the Merger Agreement of all the capital stock and assets of SFX and its
Subsidiaries.
"Spin-Off Transaction" means the Spin-Off, the Merger Agreement and
related transactions described or referred to in the Offering Memorandum of SFX
dated February 5, 1998.
"Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.
"Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled, without regard to the occurrence of
any contingency, to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by such
Person or one or more of the other Subsidiaries of that Person, or a
combination thereof.
"Total Tangible Assets" means, as of any date,
(1) the total consolidated assets of SFX and its Restricted
Subsidiaries, as set forth on SFX's most recently available internal
consolidated balance sheet; minus
(2) the total consolidated intangible assets of SFX and its Restricted
Subsidiaries, as set forth on such consolidated balance sheet.
"Unrestricted Subsidiary" means any Subsidiary that is designated by the
Board of Directors as an Unrestricted Subsidiary pursuant to a Board
Resolution, but only to the extent that such Subsidiary:
(1) has no Indebtedness other than Non-Recourse Debt;
(2) is not party to any agreement, contract, arrangement or
understanding with SFX or any Restricted Subsidiary unless the terms
of any such agreement, contract, arrangement or understanding are no
less favorable to SFX or such Restricted Subsidiary than those that
might be obtained at the time from Persons who are not Affiliates of
SFX;
(3) is a Person with respect to which neither SFX nor any of its
Restricted Subsidiaries has any direct or indirect obligation
(a) to subscribe for additional Equity Interests or
(b) to maintain or preserve such Person's financial condition or
to cause such Person to achieve any specified levels of
operating results;
(4) has not guaranteed or otherwise directly or indirectly provided
credit support for any Indebtedness of SFX or any of its Restricted
Subsidiaries; and
(5) has at least one director on its board of directors that is not a
director or executive officer of SFX or any of its Restricted
Subsidiaries and has at least one executive officer that is not a
director or executive officer of SFX or any of its Restricted
Subsidiaries.
"Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board
of Directors of such Person.
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"Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:
(1) the sum of the products obtained by multiplying
(a) the amount of each then remaining installment, sinking fund,
serial maturity or other required payments of principal,
including payment at final maturity, in respect thereof, by
(b) the number of years, calculated to the nearest one-twelfth,
that will elapse between such date and the making of such
payment; by
(2) the then outstanding principal amount of such Indebtedness.
"Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests of which, other than directors' qualifying shares, will at
the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person and one or more Wholly Owned Restricted
Subsidiaries of such Person.
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UNITED STATES FEDERAL TAX CONSIDERATIONS
The following is a general discussion of certain United States federal tax
consequences associated with the exchange of the Old Notes for the New Notes
pursuant to the exchange offer and disposition of the New Notes. This summary
applies only to a beneficial owner of New Notes who acquired Old Notes at the
initial offering for the original offering price thereof and who acquires the
New Notes pursuant to the exchange offer. This discussion is based upon the
United States federal tax law now in effect, which is subject to change,
possibly retroactively. This discussion does not consider any specific facts or
circumstances that may apply to a particular holder. Prospective investors are
urged to consult their tax advisors regarding the United States federal tax
consequences of acquiring, holding, and disposing of the New Notes, as well as
any tax consequences that may arise under the laws of any foreign, state,
local, or other taxing jurisdiction.
For purposes of this discussion, a "U.S. Holder" means a holder of New
Notes that is either a citizen or resident of the United States, a corporation,
partnership, or other entity created or organized in the United States or under
the laws of the United States or of any political subdivision thereof, an
estate whose income is includible in gross income for United States federal
income tax purposes regardless of its source, or a trust whose administration
is subject to the primary supervision of a United States court and which has
one or more United States persons who have the authority to control all
substantial decisions of the trust. A non-U.S. Holder is a holder of New Notes
other than a U.S. Holder.
EXCHANGE OFFER
The exchange of Old Notes for New Notes pursuant to the exchange offer
will not constitute a "significant modification" of the Old Notes for United
States federal income tax purposes and, accordingly, the New Notes received
will be treated as a continuation of the Old Notes in the hand of such holder.
As a result, there will be no United States federal income tax consequences to
a U.S. Holder who exchanges Old Notes for New Notes pursuant to the exchange
offer, and any such holder will have the same adjusted tax basis and holding
period in the New Notes for United States federal income tax purposes as it had
in the Old Notes immediately before the exchange.
STATED INTEREST
The holders of New Notes will include stated interest in gross income in
accordance with their methods of accounting for tax purposes as if the exchange
had not occurred (including interest on Old Notes to the date of the issuance
of the New Notes).
DISPOSITION
In general, a U.S. Holder of New Notes will recognize gain or loss upon
the sale, exchange, redemption or other taxable disposition of the New Notes
measured by the difference between the amount of cash and fair market value of
property received (not attributable to accrued, but unpaid interest) and the
holder's tax basis in the New Notes. Any such gain or loss will generally be
long-term capital gain or loss, provided that the New Notes constitute a
capital asset in the hands of the holder and had been held for more than one
year (including the period that such holder held the Old Notes exchanged for
such New Notes).
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NON-U.S. HOLDERS
Under present United States federal income and estate tax law, assuming
certain certification requirements are satisfied (which include identification
of the beneficial owner of the instrument), and subject to the discussion of
backup withholding below:
(a) payments of interest on the New Notes to any non-U.S. Holder will not
be subject to United States federal income or withholding tax, provided
that:
(1) the holder does not actually or constructively own 10% or more of
the total combined voting power of all classes of stock of SFX entitled
to vote,
(2) the holder is not (i) a bank receiving interest pursuant to a loan
agreement entered into in the ordinary course of its trade or business
or (ii) a controlled foreign corporation that is related to SFX through
stock ownership, and
(3) such interest payments are not effectively connected with the
conduct of a United States trade or business of the holder;
(b) a holder of New Notes who is a non-U.S. Holder will not be subject to
the United States federal income tax on gain realized on the sale,
exchange, or other disposition of New Notes, unless:
(1) such holder is an individual who is present in the United States
for 183 days or more during the taxable year and certain other
requirements are met, or
(2) the gain is effectively connected with the conduct of a United
States trade or business of the holder; and
(c) if interest on the New Notes is exempt from withholding of United
States federal income tax under the rules described above (without regard
to the certification requirement), the New Notes will not be included in
the estate of a deceased non-U.S. Holder for United States federal estate
tax purposes.
The certification referred to above may be made on an Internal Revenue
Service Form W-8 or a substantially similar substitute form.
INFORMATION REPORTING AND BACKUP WITHHOLDING
SFX will, where required, report to the holders of New Notes and the
Internal Revenue Service the amount of any interest paid on the New Notes in
each calendar year and the amounts of federal tax withheld, if any, with
respect to such payments. A noncorporate U.S. Holder may be subject to
information reporting and to backup withholding at a rate of 31% with respect
to payments of principal and interest made on New Notes, or on proceeds of the
disposition of New Notes before maturity, unless such U.S. Holder provides a
correct taxpayer identification number or proof of an applicable exemption, and
otherwise complies with applicable requirements of the information reporting
and backup withholding rules. Such information may be made on an Internal
Revenue Service Form W-9 or a substantially similar substitute form.
Under temporary United States Treasury regulations, United States
information reporting requirements and backup withholding tax will generally
not apply to interest paid on the New Notes to a non-U.S. Holder at an address
outside the United States. Payments by a United States office of a broker of
the proceeds of a sale of the New Notes are subject to both backup withholding
at a rate of 31% and information reporting unless the holder certifies its
non-U.S. Holder status under penalties of perjury and provides its name and
address or otherwise establishes an exemption. This certification may be made
on an Internal
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Revenue Service Form W-8 or a substantially similar substitute form.
Information reporting requirements (but not backup withholding) will also apply
to payments of the proceeds of sales of the New Notes by foreign offices of
United States brokers, or foreign brokers with certain types of relationships
to the United States, unless the broker has documentary evidence in its records
that the holder is a non-U.S. Holder and certain other conditions are met, or
the holder otherwise establishes an exemption.
Backup withholding is not an additional tax. Any amount withheld under the
backup withholding rules will be refunded or credited against the holder's
United States federal income tax liability, provided that the required
information is furnished to the Internal Revenue Service.
NEW TREASURY REGULATIONS APPLICABLE TO NON-U.S. HOLDERS
On October 6, 1997, the United States Treasury Department issued final
Treasury regulations governing certification procedures regarding both United
States federal withholding tax and backup withholding tax on certain amounts
paid to non-U.S. Holders after December 31, 1999. The new Treasury regulations
modify and, in general, unify the way in which non-U.S. Holders may establish
eligibility for United States federal withholding tax exemptions, including
that under a tax treaty, and an exemption from backup withholding.
For example, the new Treasury regulations will require new forms, which
non-U.S. Holders will generally have to provide earlier than you would have had
to provide replacements for expiring existing forms. The new Treasury
regulations also clarify the standards upon which withholding agents of
non-U.S. Holders may rely, add requirements in order for non-U.S. Holders to
claim reduced federal tax withholding under a tax treaty, and provide different
procedures in order for foreign intermediaries and flow-through entities (such
as foreign partnerships) to claim the benefit of applicable exemptions if they
receive payments on behalf of non-U.S. Holders.
The new Treasury regulations are particularly complex. Non-U.S. Holders
should consult their tax advisors concerning the effect, if any, of such new
Treasury regulations on their investment in the New Notes.
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PLAN OF DISTRIBUTION
Based on interpretations by the Commission set forth in no-action letters
issued to third parties in similar transactions, SFX believes that the New
Notes issued in the exchange offer for the Old Notes may be offered for resale,
resold and otherwise transferred by holders without compliance with the
registration and prospectus delivery provisions of the Securities Act, provided
that the New Notes are acquired in the ordinary course of such holders'
business and the holders are not engaged in, and do not intend to engage in,
and have no arrangement or understanding with any person to participate in, a
distribution of New Notes. This position does not apply to any holder that is:
(1) an "affiliate" of SFX within the meaning of Rule 406 under the
Securities Act;
(2) a broker-dealer who acquired Notes directly from SFX; or
(3) a broker-dealer who acquired Notes as a result of market-making or
other trading activities.
Any broker-dealers ("Participating Broker-Dealers") receiving New Notes in the
exchange offer are subject to a prospectus delivery requirement with respect to
resales of the New Notes. To date, the Commission has taken the position that
Participating Broker- Dealers may fulfill their prospectus delivery
requirements with respect to transactions involving an exchange of securities
such as the exchange pursuant to the exchange offer, other than a resale of an
unsold allotment from the sale of the Old Notes to the initial purchasers, with
this prospectus.
Each broker dealer that receives New Notes for its own account pursuant to
the exchange offer must acknowledge that it will deliver a prospectus in
connection with any resale of such New Notes. A broker-dealer may use this
prospectus, as it may be amended or supplemented from time to time, in
connection with resales of New Notes received in exchange for Old Notes where
such Old Notes were acquired as a result of market-making activities or other
trading activities. SFX has agreed that for a period of 180 days after the
Expiration Date, it will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. For
a period of 180 days after the Commission declares the registration statement
containing this prospectus effective, SFX will promptly send additional copies
of the prospectus and any amendment or supplement to this prospectus to any
broker-dealer that requests such document in the Letter of Transmittal.
SFX will not receive any proceeds from any sale of New Notes by
broker-dealers. New Notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the New Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at prices
related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may
receive compensation in the form of commissions or concessions from any such
broker-dealer and/or the purchasers of any such New Notes. Any broker-dealer
that resells New Notes that were received by it for its own account pursuant to
the exchange offer and any broker or dealer that participates in a distribution
of such New Notes may be deemed to be an "underwriter" within the meaning of
the Securities Act and any profit on any such resale of New Notes and any
commission or concessions received by any persons may be deemed to be
underwriting compensation under the Securities Act. The Letter of Transmittal
states that by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
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SFX has agreed to pay all expenses incident to the exchange offer other
than commissions or concessions of any brokers or dealers and will indemnify
the holders of the Notes, including any broker-dealers, against certain
liabilities, including liabilities under the Securities Act.
Each broker-dealer that receives New Notes for its own account pursuant to
the exchange offer agrees that, upon receipt of notice from SFX of the
happening of any event which makes any statement in the prospectus untrue in
any material respect or which requires the making of any changes in the
prospectus in order to make the statements therein not misleading, which notice
SFX agrees to deliver promptly to such broker-dealer, such broker-dealer will
suspend use of the prospectus until SFX has amended or supplemented the
prospectus to correct such misstatement or omission and has furnished copies of
the amended or supplemental prospectus to such broker-dealer.
LEGAL MATTERS
Winston & Strawn, New York, New York, will pass upon certain legal matters
with respect to the validity of the issuance of the New Notes.
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EXPERTS
Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements of:
o SFX as of December 31, 1998 and 1997 and for the years ended December
31, 1998 and 1997 and
o Delsner/Slater Enterprises, Ltd. and Affiliated Companies (predecessor)
for the year ended December 31, 1996.
These consolidated financial statements (as included in SFX's Annual Report
on Form 10-K for the year ended December 31, 1998) are incorporated into this
prospectus by reference, and have been incorporated in reliance on the reports
of the firm based upon their authority as experts in accounting and auditing.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
SFX believes that certain statements contained in this prospectus or
incorporated by reference in this prospectus are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995 and
are considered prospective. These include statements contained in this
prospectus or incorporated by reference in this prospectus under the captions
"Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Business." The following
statements are or may constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995:
o statements before, after or including the words "may," "will," "could,"
"should," "believe," "expect," "future," "potential," "anticipate,"
"intend," "plan," "estimate" or "continue" or the negative or other
variations of these words; and
o other statements about matters that are not historical facts.
SFX may be unable to achieve future results covered by the forward-looking
statements. The statements are subject to risks, uncertainties and other
factors that could cause actual results to differ materially from the future
results that the statements express or imply. See "Risk Factors." Please do not
put undue reliance on these forward-looking statements, which speak only as of
the date of this prospectus.
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================================================================================
WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE YOU ANY INFORMATION OR
REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON
UNAUTHORIZED INFORMATION. THIS PROSPECTUS DOES NOT OFFER TO SELL OR BUY ANY
SECURITIES IN ANY JURISDICTION WHERE IT IS UNLAWFUL. THE INFORMATION IN THIS
PROSPECTUS IS CURRENT AS OF APRIL , 1999. YOU SHOULD NOT ASSUME THAT THE
INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE AS OF ANY OTHER DATE.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Prospectus Summary .................... 1
Risk Factors .......................... 8
The Exchange Offer .................... 15
Use of Proceeds ....................... 27
Management ............................ 28
Principal Stockholders ................ 40
Certain Relationships and
Related Transactions ............... 43
Description of Indebtedness ........... 48
Description of the Old Notes .......... 53
Description of the New Notes .......... 54
United States Federal Tax
Considerations ..................... 94
Plan of Distribution .................. 97
Legal Matters ......................... 98
Experts ............................... 99
Safe Harbor for
Forward-Looking Statements 99
</TABLE>
[GRAPHIC OMITTED]
OFFER TO EXCHANGE ALL
OUTSTANDING 91/8% SENIOR
SUBORDINATED NOTES
DUE 2008
($200,000,000 PRINCIPAL AMOUNT)
FOR
REGISTERED 91/8% SENIOR
SUBORDINATED NOTES
DUE 2008
($200,000,000 PRINCIPAL AMOUNT)
The Information Agent for the Offer is:
[GRAPHIC OMITTED]
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: (212) 440-9800
ALL OTHERS CALL TOLL FREE: 1-800-223-2064
APRIL , 1999
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of Delaware Law empowers a Delaware corporation to indemnify
any person who is, or is threatened to be made, a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal
administrative or investigative, other than an action by or in the right of the
corporation, by reason of the fact that the person is or was an officer or
director of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise. The indemnity may include expenses, including attorney's fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with the action, suit or proceeding,
provided that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interest of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. Where an officer or director is successful on the merits
or otherwise in the defense of any action referred to above, the corporation
must indemnify him against the expenses which he actually and reasonably
incurred in connection therewith.
The SFX Certificate of Incorporation provides that no director of SFX will
be personally liable to SFX or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability:
o for any breach of the director's duty of loyalty to SFX or its
stockholders;
o for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
o under Section 174 of Delaware Law; or
o for any transaction from which the director derived an improper
personal benefit.
In addition to the circumstances in which a director of SFX is not
personally liable as set forth above, no director will be liable to SFX or its
stockholders to such further extent as permitted by any law enacted after the
date of the SFX Certificate of Incorporation, including any amendment to
Delaware Law.
The SFX Certificate of Incorporation requires SFX to indemnify any person
who was, is, or is threatened to be made a party to any action, suit or
proceeding, by reason of the fact that he (1) is or was a director or officer
of SFX or (2) is or was serving at the request of SFX as a director, officer,
partner, venturer, proprietor, trustee, employee, agent, or similar functionary
of another corporation, partnership, joint venture, sole proprietorship, trust,
employee benefit plan, or other enterprise. This indemnification is to be to
the fullest extent permitted by Delaware Law. The right to indemnification will
be a contract right and, as such, will run to the benefit of any director or
officer who is elected and accepts the position of director or officer of SFX
or elects to continue to serve as a director or officer of SFX while this
provision of the SFX Certificate of Incorporation is in effect. The right to
indemnification includes the right to be paid by SFX for expenses incurred in
defending any such action, suit or proceeding in advance of its final
disposition to the maximum extent permitted under Delaware Law. If a claim for
indemnification or advancement of expenses is not paid in full by SFX within 60
days after a written claim has been received by SFX, the claimant may, at any
time thereafter, bring suit against SFX to recover the unpaid amount of the
claim and, if successful in whole or in part, expenses of prosecuting his
claim. It will be a
II-1
<PAGE>
defense to any such action that the requested indemnification or advancement of
costs of defense are not permitted under Delaware Law, but the burden of
proving this defense will be on SFX.
The rights described above do not exclude any other right that any person
may have or acquire under any statute, by-law, resolution of stockholders or
directors, agreement or otherwise.
The SFX Bylaws require SFX to indemnify its officers, directors, employees
and agents to the full extent permitted by Delaware Law. The SFX Bylaws also
require SFX to pay expenses incurred by a director in defending a civil or
criminal action, suit or proceeding by reason of the fact that he is/was a
director--or was serving at SFX's request as a director or officer of another
corporation--in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the director to
repay the advance if it ultimately is determined that the director is not
entitled to be indemnified by SFX as authorized by relevant sections of
Delaware Law. The indemnification and advancement of expenses provided in the
SFX Bylaws are not to be deemed exclusive of any other rights provided by any
agreement, vote of stockholders or disinterested directors or otherwise.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ---------- --------------------------------------------------------------------------------------------
<S> <C>
2.1 Distribution Agreement between SFX Entertainment, SFX Broadcasting and SFX Buyer
(incorporated by reference to Amendment No. 1 to Form S-1 (File No. 333-50079) filed with
the SEC on May 5, 1998)
2.2 Amended and Restated Tax Sharing Agreement between SFX Entertainment, SFX
Broadcasting and SBI Holding Corporation (incorporated by reference to Amendment No. 1
to Exhibit 1.1 to Current Report on Form 8-K (File No. 000-24017) filed with the SEC on
June 3, 1998)
2.3 Employee Benefits Agreement between SFX Entertainment and SFX Broadcasting
(incorporated by reference to Amendment No. 1 to Form S-1 (File No. 333-50079) filed with
the SEC on May 5, 1998)
2.4 Amendment No. 1 to Distribution Agreement among SFX Entertainment, Inc., SFX
Broadcasting, Inc. and SBI Holding Corporation (incorporated by reference to Exhibit 2.1 to
Form 8-K (File No. 000-24017) filed with the SEC on June 3, 1998)
3.1 Amended and Restated Certificate of Incorporation of SFX Entertainment, Inc. (incorporated
by reference to Amendment No. 1 to Form S-1 (File No. 333-50079) filed with the SEC on
May 5, 1998)
3.2 Bylaws of SFX Entertainment, Inc. (incorporated by reference to Amendment No. 2 to Form
S-1 (File No. 333-43287) filed with the SEC on February 2, 1998)
3.3 Amendment No. 1 to the Bylaws of SFX Entertainment, Inc. (incorporated by reference to
Form 10-K (File No. 000-24017) filed with the SEC on March 31, 1999)
3.3 Restated Articles of Incorporation of AKG, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.4 Bylaws of AKG, Inc. (incorporated by reference to Registration Statement on Form S-4 (File
No. 333-50331) filed with the SEC on April 16, 1998)
3.5* Articles of Organization of American Artists, Inc.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- ----------------------------------------------------------------------------------------------
<S> <C>
3.6* Bylaws of American Artists, Inc.
3.7* Articles of Organization of American Artists Limited, Inc.
3.8* Bylaws of American Artists Limited, Inc.
3.9 Articles of Incorporation of American Broadway, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.10 Bylaws of American Broadway, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.11* Second Amended Restated Partnership Agreement of Amphitheater Entertainment
Partnership
3.12* Certificate of Incorporation of Ant Theatrical Productions, Inc.
3.13* Bylaws of Ant Theatrical Productions, Inc.
3.14 Certificate of Incorporation of Ardee Festivals N.J., Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.15 Bylaws of Ardee Festivals N.J., Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.16 Certificate of Incorporation of Atlanta Concerts, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.17 Bylaws of Atlanta Concerts, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.18* Articles of Incorporation of Audrey & Jane, Inc.
3.19* Certificate of Amendment of Articles of Incorporation of Audrey & Jane, Inc.
3.20* Bylaws of Audrey & Jane, Inc.
3.21* Certificate of Incorporation of Avalon Acquisition Corp.
3.22* Bylaws of Avalon Acquisition Corp.
3.23 Certificate of Incorporation of Beach Concerts, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.24 Bylaws of Beach Concerts, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.25 Certificate of Formation of BGP Acquisition, LLC (incorporated by reference to Amendment
No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on
May 27, 1998)
3.26 Articles of Incorporation of Bill Graham Enterprises, Inc. (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.27 Bylaws of Bill Graham Enterprises, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.28 Articles of Incorporation of Bill Graham Management, Inc. (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.29 Bylaws of Bill Graham Management, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- ---------------------------------------------------------------------------------------------------
<S> <C>
3.30 Articles of Incorporation of Bill Graham Presents, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.31 Amended and Restated Bylaws of Bill Graham Presents, Inc. (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.32 Articles of Incorporation of BG Presents, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.33 Bylaws of BG Presents, Inc. (incorporated by reference to Registration Statement on Form
S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.34* Certificate of Incorporation of BGP Denver, Inc.
3.35* By-laws of BGP Denver, Inc.
3.36* Articles of Organization of Boston Playhouse Realty, Inc.
3.37* Bylaws of Boston Playhouse Realty, Inc.
3.38* Articles of Organization of Boylston Street Theatre Corp.
3.39* Bylaws of Boylston Street Theatre Corp.
3.40 Certificate of Incorporation of Broadway Concerts, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.41 Bylaws of Broadway Concerts, Inc. (incorporated by reference to Registration Statement on
Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.42* Articles of Incorporation of Broadway Series Associates, Inc.
3.43* Regulations of Broadway Series Associates, Inc.
3.44* Articles of Incorporation of Broadway Series Management Group, Inc.
3.45* Regulations of Broadway Series Management Group, Inc.
3.46* Articles of Incorporation of Camarillo Amphitheater Managing Partners, Inc.
3.47* Bylaws of Camarillo Amphitheater Managing Partners, Inc.
3.48* Joint Venture Agreement of Cheva Touring Company
3.49+ Composite Memorandum and Articles of Association of Concert Productions (UK) Limited
3.50 Articles of Incorporation of Cooley and Conlon Management Co. (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.51 Bylaws of Cooley and Conlon Management Co. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.52 Articles of Incorporation of Concerts, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.53 Bylaws of Concerts, Inc. (incorporated by reference to Registration Statement on Form S-4
(File No. 333-50331) filed with the SEC on April 16, 1998)
3.54 Certificate of Incorporation of Connecticut Amphitheater Development Corporation
(incorporated by reference to Registration Statement on Form S-4 (File No. 333-50331) filed
with the SEC on April 16, 1998)
3.55 Bylaws of Connecticut Amphitheater Development Corporation (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.56 Certificate of Incorporation of Connecticut Concerts Incorporated (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------------
<S> <C>
3.57 Bylaws of Connecticut Concerts Incorporated (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.58 Certificate of Incorporation of Connecticut Performing Arts, Inc. (incorporated by reference
to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with
the SEC on May 27, 1998)
3.59 Bylaws of Connecticut Performing Arts, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.60* Joint Venture Agreement of Connecticut Performing Arts Partners
3.61* General Partnership Agreement of Conn Ticketing Company
3.62 Certificate of Incorporation of Contemporary Group Acquisition Corp. (incorporated by
reference to Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on
April 16, 1998)
3.63 Bylaws of Contemporary Group Acquisition Corp. (incorporated by reference to Amendment
No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on
May 27, 1998)
3.64 Articles of Incorporation of Contemporary Group, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.65 Bylaws of Contemporary Group, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.66 Certificate of Incorporation of Contemporary Marketing, Inc. (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.67 Bylaws of Contemporary Marketing, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.68 Certificate of Incorporation of Contemporary Productions Incorporated (incorporated by
reference to Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on
April 16, 1998)
3.69 Bylaws of Contemporary Productions Incorporated (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.70 Certificate of Incorporation of Contemporary Sports Incorporated (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.71 Bylaws of Contemporary Sports Incorporated (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.72 Certificate of Incorporation of Deer Creek Amphitheater Concerts, Inc. (incorporated by
reference to Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on
April 16, 1998)
3.73 Bylaws of Deer Creek Amphitheater Concerts, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.74 Certificate of Limited Partnership of Deer Creek Amphitheater Concerts, LP. (incorporated
by reference to Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC
on April 16, 1998)
3.75 Certificate of Incorporation of Delsener/Slater Enterprises, Ltd. (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.76 Bylaws of Delsener/Slater Enterprises, Ltd. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ---------- ----------------------------------------------------------------------------------------------------
<S> <C>
3.77* Certificate of Incorporation of DiCesare-Engler, Inc.
3.78* Certificate of Amendment of the Certificate of Incorporation of DiCesare-Engler, Inc.
3.79* Bylaws of DiCesare-Engler, Inc.
3.80* Articles of Incorporation of DiCesare-Engler Promotions, Inc.
3.81* Bylaws of DiCesare-Engler Promotions, Inc.
3.82* Certificate of Incorporation of DLC Corp.
3.83* Certificate of Amendment of Certificate of Incorporation of DLC Corp.
3.84* Bylaws of DLC Corp.
3.85* Certificate of Incorporation of DLC Funding Corp.
3.86* Bylaws of DLC Funding Corp.
3.87 Certificate of Incorporation of Dumb Deal, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.88 Bylaws of Dumb Deal, Inc. (incorporated by reference to Registration Statement on Form S-4
(File No. 333-50331) filed with the SEC on April 16, 1998)
3.89* Articles of Amalgamation of Eagle Eye Entertainment Inc.
3.90* Bylaw No. 1 of Eagle Eye Entertainment Inc.
3.91* Certificate of Incorporation of Eagle Eye Entertainment USA Inc.
3.92* Bylaws of Eagle Eye Entertainment USA Inc.
3.93* Certificate of Incorporation of EMI Acquisition Sub, Inc.
3.94* Bylaws of EMI Acquisition Sub, Inc.
3.95 Articles of Incorporation of Entertainment Performing Arts, Inc. (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.96 Bylaws of Entertainment Performing Arts, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.97* Articles of Incorporation of Event Merchandising, Inc.
3.98* Certificate of Amendment of Articles of Incorporation of Event Merchandising, Inc.
3.99* Bylaws of Event Merchandising, Inc.
3.100 Certificate of Incorporation of Exit 116 Revisited, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.101 Bylaws of Exit 116 Revisited, Inc. (incorporated by reference to Registration Statement on
Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.102* Certificate of Incorporation of Falk Associates Management Enterprises, Inc.
3.103* Bylaws of Falk Associates Management Enterprises, Inc.
3.104 Articles of Incorporation of Festival Productions, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.105 Bylaws of Festival Productions, Inc. (incorporated by reference to Amendment No. 2 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on June 9, 1998)
3.106 Restated Certificate of Incorporation of Fillmore Corporation (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ---------- --------------------------------------------------------------------------------------------------
<S> <C>
3.107 Bylaws of Fillmore Corporation (incorporated by reference to Registration Statement on
Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.108 Restated Articles of Incorporation of Fillmore Fingers, Inc. (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.109 Bylaws of Fillmore Fingers, Inc. (incorporated by reference to Registration Statement on
Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.110* Certificate of Incorporation of Financial Advisory Management Enterprises, Inc.
3.111* Bylaws of Financial Advisory Management Enterprises, Inc.
3.112* Joint Venture Agreement of Gershwins' Fascinating Rhythm
3.113* Articles of Incorporation of Grand Slam Sports Marketing, Inc.
3.114* Bylaws of Grand Slam Sports Marketing, Inc.
3.115* Partnership Agreement of GSAC Partners
3.116 Articles of Incorporation of High Cotton, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.117 Bylaws of High Cotton, Inc. (incorporated by reference to Registration Statement on Form
S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.118 Certificate of Incorporation of In House Tickets, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.119 Bylaws of In House Tickets, Inc. (incorporated by reference to Registration Statement on
Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.120 + Composite Articles of Incorporation and By-laws of International Music
(Canada) Inc.
3.121 + Composite Certificate of Incorporation of International Music (USA) Inc.
3.122 + Composite Bylaws of International Music (USA) Inc.
3.123 + Composite Memorandum of Association and By-laws of International Music Ltd.
3.124 + Composite Memorandum of Association of International Music Tour I Ltd.
3.125 + Composite Memorandum of Association of International Music Tour II Ltd.
3.126 + Composite Certificate of Incorporation of International Music Tour I (USA) Inc.
3.127 + Composite Bylaws of International Music Tour I (USA) Inc.
3.128 + Composite Certificate of Incorporation of International Music Tour II (USA) Inc.
3.129 + Composite Bylaws of International Music Tour II (USA) Inc.
3.130* Second Amended and Completely Restated Agreement of General Partnership of Irvine
Meadows Amphitheater
3.131 Certificate of Incorporation of Irving Plaza Concerts, Inc. (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.132 Bylaws of Irving Plaza Concerts, Inc. (incorporated by reference to Registration Statement on
Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.133* Joint Venture Agreement of Jefko Touring Company
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- -----------------------------------------------------------------------------------------
<S> <C>
3.134* Articles of Incorporation of Magicworks Concerts, Inc.
3.135* Articles of Amendment of Magicworks Concerts, Inc.
3.136* Bylaws of Magicworks Concerts, Inc.
3.137* Memorandum and Articles of Association of Magicworks Entertainment Asia Limited
3.138* Certificate of Incorporation of Magicworks Entertainment Incorporated
3.139* Certificate of Amendment to Certificate of Incorporation of Magicworks Entertainment
Incorporated
3.140* Certificate of Ownership and Merger of MWE Acquisition Corp. into Magicworks
Entertainment Incorporated
3.141* Certificate and Articles of Merger of Magicworks Entertainment Incorporated into Shadow
Wood Corporation
3.142* Certificate of Amendment to Certificate of Incorporation of Magicworks Entertainment
Incorporated
3.143* Amended and Restated Bylaws of Magicworks Entertainment Incorporated
3.144* Articles of Incorporation of Magicworks Entertainment International, Inc.
3.145* Articles of Amendment to Articles of Incorporation of Magicworks Entertainment
International, Inc.
3.146* Bylaws of Magicworks Entertainment International, Inc.
3.147* Joint Venture Agreement of Magicworks Exhibitions Joint Venture
3.148* Articles of Incorporation of Magicworks Exhibitions, Inc.
3.149* Bylaws of Magicworks Exhibitions, Inc.
3.150* Articles of Incorporation of Magicworks Fashion Management, Inc.
3.151* Bylaws of Magicworks Fashion Management, Inc.
3.152* Articles of Incorporation Magicworks Merchandising, Inc.
3.153* Articles of Amendment of the Articles of Incorporation of Magicworks Merchandising, Inc.
3.154* Bylaws of Magicworks Merchandising, Inc.
3.155* Articles of Incorporation of Magicworks Sports Management, Inc.
3.156* Bylaws of Magicworks Sports Management, Inc.
3.157* Articles of Incorporation of Magicworks Theatricals, Inc.
3.158* Certificate of Amendment by Shareholders to the Articles of Incorporation of Magicworks
Theatricals, Inc.
3.159* Bylaws of Magicworks Theatricals, Inc.
3.160* Articles of Incorporation of Magicworks Transportation, Inc.
3.161* Bylaws of Magicworks Transportation, Inc.
3.162* Articles of Incorporation of Magicworks West, Inc.
3.163* Articles of Merger of Space Agency, Inc. into Magicspace Corporation
3.164* Articles of Amendment of the Articles of Incorporation of Magicworks West, Inc.
3.165* Bylaws of Magicworks West, Inc.
3.166* Articles of Incorporation of Marco Entertainment, Inc.
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------------
<S> <C>
3.167* Articles of Merger of Marco Entertainment, Inc. and Magicsports -- Marco Management, Inc.
3.168* Articles of Amendment to the Articles of Incorporation of Marco Entertainment, Inc.
3.169* Articles of Amendment to the Articles of Incorporation of Marco Entertainment, Inc.
3.170* Bylaws of Marco Entertainment, Inc.
3.171* Articles of Incorporation of Melody Tent and Amphitheater, Inc.
3.172* Articles of Amendment of Melody Tent and Amphitheater, Inc.
3.173* Bylaws of Melody Tent and Amphitheater, Inc.
3.174 Certificate of Incorporation of Murat Center Concerts, Inc. (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.175 Bylaws of Murat Center Concerts, Inc. (incorporated by reference to Registration Statement
on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.176 Certificate of Limited Partnership of Murat Center Concerts, LP. (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.177* Articles of Incorporation of New Avalon, Inc.
3.178* Certificate of Amendment of Articles of Incorporation of New Avalon, Inc.
3.179* Bylaws of New Avalon, Inc.
3.180 Certificate of Incorporation of NOC, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.181 Bylaws of NOC, Inc. (incorporated by reference to Registration Statement on Form S-4 (File
No. 333-50331) filed with the SEC on April 16, 1998)
3.182 Certificate of Incorporation of Northeast Ticketing Company (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.183 Bylaws of Northeast Ticketing Company (incorporated by reference to Registration Statement
on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.184* Certificate of Incorporation of Oakdale Theater Concerts, Inc.
3.185* Bylaws of Oakdale Theater Concerts, Inc.
3.186 Articles of Incorporation of Old PCI, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.187 Bylaws of Old PCI, Inc. (incorporated by reference to Amendment No. 1 to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.188 Articles of Incorporation of PACE AEP Acquisition, Inc. (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.189 Bylaws of PACE AEP Acquisition, Inc. (incorporated by reference to Registration Statement
on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.190 Articles of Incorporation of PACE Amphitheatres, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.191 Bylaws of PACE Amphitheatres, Inc. (incorporated by reference to Registration Statement on
Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.192 Articles of Incorporation of PACE Amphitheater Management, Inc. (incorporated by
reference to Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on
April 16, 1998)
</TABLE>
II-9
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------------ -----------------------------------------------------------------------------------------------
<S> <C>
3.193 Bylaws of PACE Amphitheater Management, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.194 Articles of Incorporation of PACE Bayou Place, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.195 Bylaws of PACE Bayou Place, Inc. (incorporated by reference to Registration Statement on
Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.196 Articles of Incorporation of PACE Communications, Inc. (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.197 Bylaws of PACE Communications, Inc. (incorporated by reference to Registration Statement
on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.198 Articles of Incorporation of PACE Concerts GP, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.199 Bylaws of PACE Concerts GP, Inc. (incorporated by reference to Registration Statement on
Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.200 Certificate of Limited Partnership for PACE Concerts, Ltd. (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on April 16, 1998)
3.201 Articles of Incorporation of PACE Entertainment Corporation (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.202 Bylaws of PACE Entertainment Corporation (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.203 Articles of Incorporation of PACE Entertainment GP Corp. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.204 Bylaws of PACE Entertainment GP Corp. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.205 Certificate of Limited Partnership for PACE Entertainment Group, Ltd. (incorporated by
reference to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331)
filed with the SEC on May 27, 1998)
3.206 Articles of Incorporation of PACE Milton Keynes, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.207 Bylaws of PACE Milton Keynes, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.208 Articles of Incorporation of PACE Motor Sports, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.209 Bylaws of PACE Motor Sports, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.210 Articles of Incorporation of PACE Music Group, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.211 Bylaws of PACE Music Group, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
</TABLE>
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3.212 Articles of Incorporation of PACE Productions, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.213 Bylaws of PACE Productions, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.214 Articles of Incorporation of PACE Theatrical Group, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.215 Bylaws of PACE Theatrical Group, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.216 Articles of Incorporation of PACE Touring, Inc. (incorporated by reference to Amendment
No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on
May 27, 1998)
3.217 Bylaws of PACE Touring, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.218 Articles of Incorporation of PACE Variety Entertainment, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.219 Bylaws of PACE Variety Entertainment, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.220* Memorandum and Articles of Association of PACE (UK)
3.221 Articles of Incorporation of PACE U.K. Holding Corporation (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.222 Bylaws of PACE U.K. Holding Corporation (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.223 Certificate of Limited Partnership of Pavilion Partners (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.224 Certificate of Incorporation of PEC, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.225 Bylaws of PEC, Inc. (incorporated by reference to Amendment No. 1 to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.226* Articles of Incorporation of Performing Arts Management of North Miami, Inc.
3.227* Bylaws of Performing Arts Management of North Miami, Inc.
3.228 Certificate of Incorporation of Polaris Amphitheater Concerts, Inc. (incorporated by reference
to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with
the SEC on May 27, 1998)
3.229 Bylaws of Polaris Amphitheater Concerts, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.230 Articles of Incorporation of PTG-Florida, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.231 Bylaws of PTG-Florida, Inc. (incorporated by reference to Amendment No. 1 to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
</TABLE>
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NO. DESCRIPTION
- ---------- -----------------------------------------------------------------------------------------------
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3.232 Certificate of Incorporation of QN Corp. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.233 Bylaws of QN Corp. (incorporated by reference to Amendment No. 1 to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.234* Certificate of Formation of a Limited Partnership of Rugrats American Tour, Ltd.
3.235* Certificate of Incorporation of SFX Acquisition Corp.
3.236* Bylaws of SFX Acquisition Corp.
3.237 Certificate of Incorporation of SFX Concerts, Inc. (incorporated by reference to Amendment
No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on
May 27, 1998)
3.238 Bylaws of SFX Concerts, Inc. (incorporated by reference to Amendment No. 1 to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.239 Certificate of Incorporation of SFX Concerts of the Midwest, Inc. (incorporated by reference
to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with
the SEC on May 27, 1998)
3.240* Certificate of Amendment of the Certificate of Incorporation of SFX Concerts of the
Midwest, Inc.
3.241 Bylaws of SFX Concerts of the Midwest, Inc. (incorporated by reference to Amendment No.
1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27,
1998)
3.242 Certificate of Incorporation of SFX Delaware, Inc. (incorporated by reference to Amendment
No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on
May 27, 1998)
3.243 Bylaws of SFX Delaware, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.244 Certificate of Formation of SFX Network Group, L.L.C. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.245* Certificate of Incorporation of SFX Sports Group, Inc.
3.246* Bylaws of SFX Sports Group, Inc.
3.247* Certificate of Incorporation of SFX Touring, Inc.
3.248* Bylaws of SFX Touring, Inc.
3.249* Articles of Incorporation of Shelli Meadows, Inc.
3.250* Bylaws of Shelli Meadows, Inc.
3.251 Articles of Incorporation of Shoreline Amphitheatre, Ltd. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.252 Bylaws of Shoreline Amphitheatre, Ltd. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.253 Certificate of Limited Partnership of Shoreline Amphitheatre Partners (incorporated by
reference to Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331)
filed with the SEC on May 27, 1998)
</TABLE>
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NO. DESCRIPTION
- ---------- ---------------------------------------------------------------------------------------------
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3.254 Articles of Incorporation of SFX Radio Network, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.255* Articles of Amendment of SFX Radio Network, Inc.
3.256 Bylaws of SFX Radio Network, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.257 Articles of Incorporation of SM/PACE, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.258 Bylaws of SM/PACE, Inc. (incorporated by reference to Amendment No. 1 to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.259 Certificate of Incorporation of Southeast Ticketing Company (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.260 Bylaws of Southeast Ticketing Company (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.261 Articles of Incorporation of Southern Promotions, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.262 Bylaws of Southern Promotions, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.263* Articles of Incorporation and By-law No. 1 of STEP Entertainment Services, Inc.
3.264 Certificate of Formation of Sunshine Concerts, L.L.C. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.265 Certificate of Incorporation of Sunshine Designs, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.266 Bylaws of Sunshine Designs, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.267 Certificate of Limited Partnership of Sunshine Design, LP (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.268 Certificate of Incorporation of Suntex Acquisition, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.269 Bylaws of Suntex Acquisition, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.270 Certificate of Limited Partnership of Suntex Acquisition, L.P. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.271* Articles of Organization of TAP Productions, Inc.
3.272* Bylaws of TAP Productions, Inc.
3.273* Articles of Incorporation of TBA Media, Inc.
3.274* Bylaws of TBA Media, Inc.
</TABLE>
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NO. DESCRIPTION
- ---------- -----------------------------------------------------------------------------------------------
<S> <C>
3.275 Articles of Incorporation of The Album Network, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.276 Bylaws of The Album Network Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.277* Articles of Incorporation of Tennis Events, Inc.
3.278* Bylaws of Tennis Events, Inc.
3.279* Joint Venture Agreement of The Gin Touring Company
3.280* Joint Venture Agreement of The Wedding Tour Company
3.281* Articles of Incorporation of Ticket Service, Inc.
3.282* Bylaws of Ticket Service, Inc.
3.283* Articles of Incorporation of Touring Artists Group, Inc.
3.284* Bylaws of Touring Artists Group, Inc.
3.285* Articles of Incorporation of Touring Artists Group, Inc.
3.286* Regulations of Touring Artists Group, Inc.
3.287 Articles of Incorporation of Touring Productions, Inc. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.288 Bylaws of Touring Productions, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.289* Articles of Organization of Tremont Street Theatre Corporation II, Inc.
3.290* Articles of Amendment of Tremont Street Theatre Corporation II, Inc.
3.291* Bylaws of Tremont Street Theatre Corporation II, Inc.
3.292 Articles of Incorporation of Tuneful Company, Inc. (incorporated by reference to Amendment
No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on
May 27, 1998)
3.293 Bylaws of Tuneful Company, Inc. (incorporated by reference to Amendment No. 1 to
Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.294* Articles of Organization of Warrenton Street Theatre Corp.
3.295* Articles of Amendment of Warrenton Street Theatre Corp.
3.296* Bylaws of Warrenton Street Theatre Corp.
3.297* Articles of Incorporation of West Coast Amphitheater Corp.
3.298* Bylaws of West Coast Amphitheater Corp.
3.299 Certificate of Formation of Westbury Music Fair, L.L.C. (incorporated by reference to
Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-50331) filed with the
SEC on May 27, 1998)
3.300* Partnership Agreement of Western Amphitheater Partners
3.301 Articles of Incorporation of Wolfgang Records (incorporated by reference to Amendment No. 1
to Registration Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
3.302 Bylaws of Wolfgang Records (incorporated by reference to Amendment No. 1 to Registration
Statement on Form S-4 (File No. 333-50331) filed with the SEC on May 27, 1998)
</TABLE>
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ---------- -----------------------------------------------------------------------------------------------
<S> <C>
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 Current Report on
Form 8-K of SFX Broadcasting, Inc. (File No. 000-22486) filed with the SEC on February 18,
1998)
4.2 Indenture, dated November 25, 1998, by and among SFX Entertainment, Inc., certain of its
subsidiaries and Chase Manhattan Bank (incorporated by reference to Registration Statement
on Form S-4 (File No. 333-71195) filed with the SEC on January 26, 1999)
4.3 Registration Rights Agreement, dated as of November 25, 1998, relating to the 9 1/8% Senior
Subordinated Notes due December 1, 2008 (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-71195) filed with the SEC on January 26, 1999)
5.1+ Opinion of Winston & Strawn
10.1 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 Registration
Statement on Form S-1 (File No. 333-43287) filed with the SEC)
10.2 Stock Purchase Agreement, dated as of December 11, 1997, among each of the shareholders
of BGP Presents, Inc. and BGP Acquisitions, LLC (incorporated by reference to Registration
Statement on Form S-1 (File No. 333-43287) filed with the SEC)
10.3 Stock and Asset Purchase Agreement, dated December 2, 1997, between and among SFX
Network Group, L.L.C. and 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 Registration Statement on Form S-1 (File No.
333-43287) filed with the SEC).
10.4 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 reference to Registration Statement on
Form S-1 (File No. 333-43287) filed with the SEC).
10.5 Stock Purchase Agreement, dated as of December 12, 1997 by and between PACE
Entertainment Corporation and SFX Entertainment, Inc. (incorporated by reference to
Registration Statement on Form S-1 (File No. 333-43287) filed with the SEC)
10.6 Agreement and Plan of Merger, dated as of August 24, 1997, as amended on February 9,
1998, among SFX Buyer, SFX Buyer Sub and SFX Broadcasting, Inc. (composite version)
(incorporated by reference to Annex A of SFX Broadcasting, Inc.'s Definitive Proxy
Statement (File No. 000-22486) filed with the SEC on February 17, 1998)
10.7 Partnership Formation Agreement, dated as of January 22, 1988, by and among MCA
Concerts II, Inc. and PACE Entertainment Group, Inc. (incorporated by reference to
Amendment No. 1 to Form S-1 (File No. 333-43287) filed with the SEC on January 22, 1998)
10.8 Lease and Use Agreement, dated as of December 9, 1987, by and between City of Dallas and
PACE Entertainment Group, Inc. (incorporated by reference to Amendment No. 1 to Form
S-1 (File No. 333-43287) filed with the SEC on January 22, 1998)
</TABLE>
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EXHIBIT
NO. DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------
<S> <C>
10.9 Agreement, dated as of October 10, 1988, by and between the City of Atlanta and MCA
Concerts, Inc. (incorporated by reference to Amendment No. 1 to Form S-1 (File No.
333-43287) filed with the SEC on January 22, 1998)
10.10 Amended Indenture of Lease, February 2, 1984, by and between the City of Atlanta and
Filmworks U.S.A., Inc. (incorporated by reference to Amendment No. 1 to Form S-1 (File
No. 333-43287) filed with the SEC on January 22, 1998)
10.11 Amendment to Lease Agreement, dated as of October 10, 1988, between the City of Atlanta,
Georgia and Filmworks U.S.A., Inc. (incorporated by reference to Amendment No. 1 to Form
S-1 (File No. 333-43287) filed with the SEC on January 22, 1998)
10.12 Agreement Regarding Sublease, dated as of January 20, 1988, by and between Filmworks
U.S.A., Inc. and MCA Concerts, Inc. (incorporated by reference to Amendment No. 1 to
Form S-1 (File No. 333-43287) filed with the SEC on January 22, 1998)
10.13 First Amendment to Sublease, dated as of January 21, 1988, between Filmworks U.S.A., Inc.
and MCA Concerts, Inc. (incorporated by reference to Amendment No. 1 to Form S-1 (File
No. 333-43287) filed with the SEC on January 22, 1998)
10.14 Second Amendment to Sublease, dated as of April 19, 1988, between Filmworks U.S.A., Inc.
and MCA Concerts, Inc. (incorporated by reference to Amendment No. 1 to Form S-1 (File
No. 333-43287) filed with the SEC on January 22, 1998)
10.15 Third Amendment to Sublease, dated as of September 15, 1988, between Filmworks U.S.A.,
Inc. and MCA Concerts, Inc. (incorporated by reference to Amendment No. 1 to Form S-1
(File No. 333-43287) filed with the SEC on January 22, 1998)
10.16 Memorandum of Agreement, dated as of October 10, 1988, by and between the City of
Atlanta and MCA Concerts, Inc. (incorporated by reference to Amendment No. 1 to Form
S-1 (File No. 333-43287) filed with the SEC on January 22, 1998)
10.17 Assignment of Sublease, dated as of June 15, 1989, by Filmworks U.S.A., Inc. and MCA
Concerts, Inc. (incorporated by reference to Amendment No. 1 to Form S-1 (File No.
333-43287) filed with the SEC on January 22, 1998)
10.18 Assignment of Sublease, dated as of June 23, 1989, by Filmworks U.S.A., Inc. and MCA
Concerts, Inc. (incorporated by reference to Amendment No. 1 to Form S-1 (File No.
333-43287) filed with the SEC on January 22, 1998)
10.19 Assignment of Agreement, dated as of June 15, 1989, by the City of Atlanta and MCA
Concerts, Inc. (incorporated by reference to Amendment No. 1 to Form S-1 (File No.
333-43287) filed with the SEC on January 22, 1998)
10.20 Assignment of Agreement, dated as of June 23, 1989, by the City of Atlanta and MCA
Concerts, Inc. (incorporated by reference to Amendment No. 1 to Form S-1 (File No.
333-43287) filed with the SEC on January 22, 1998)
10.21 1998 Stock Option and Restricted Stock Plan of the Company (incorporated by reference to
Form S-8 filed with the SEC)
10.22 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 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 Current Report on Form 8-K (File No. 333-43287) filed with the
SEC on March 10, 1998)
</TABLE>
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<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------------ --------------------------------------------------------------------------------------------
<S> <C>
10.23 Increase Supplement to the Credit and Guarantee Agreement, dated as of September 10,
1998, by and among SFX Entertainment, Inc., the Subsidiary Guarantors party thereto, the
Lenders party thereto, Goldman Sachs 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 10.1 to Form 8-K filed with the
SEC on September 22, 1998)
10.24 Amendment to the Credit and Guarantee Agreement, dated as of November 20, 1998, by and
among SFX Entertainment, Inc., the Subsidiary Guarantors party thereto, the Lenders party
thereto, Goldman Sachs 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 Registration Statement on Form S-4 (File No. 333-71195) filed
with the SEC on January 26, 1999)
10.25 Purchase Agreement, dated November 25, 1998, relating to the 91/8% Senior Subordinated
Notes due December 1, 2008 of SFX Entertainment, Inc., by and among SFX Entertainment,
Inc., Morgan Stanley & Co. Incorporated, Lehman Brothers Inc., BancBoston Robertson
Stephens Inc. and BNY Capital Markets, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-71195) filed with the SEC on January 26, 1999)
10.26 Amendment No. 2 to Agreement and Plan of Merger among SBI Holdings Corporation, SBI
Radio Acquisition Corporation and SFX Broadcasting, Inc., dated March 9, 1998
(incorporated by reference to Annual Report on Form 10-K (File No. 333-43287) filed with
the SEC on March 18, 1998)
10.27 Stock Purchase Agreement, dated as of April 29, 1998, among SFX Sports Group, Inc., SFX
Entertainment, Inc. and David Falk, Curtis Polk and G. Michael Higgins (incorporated by
reference to Amendment No. 1 to Form S-1 (File No. 333-50079) filed with the SEC on
May 5, 1998)
10.28 Asset Purchase Agreement, dated April 29, 1998, by and among Blackstone Entertainment
LLC, its members, DLC Acquisition Corp., and SFX Entertainment, Inc. (incorporated by
reference to Amendment No. 1 to Form S-1 (File No. 333-50079) filed with the SEC on
May 5, 1998)
10.29 Purchase and Sale Agreement, dated April 22, 1998, by and among Oakdale Concerts, LLC,
Oakdale Development Limited Partnership and Oakdale Theater Concerts, Inc. (incorporated
by reference to Amendment No. 1 to Form S-1 (File No. 333-50079) filed with the SEC on
May 5, 1998)
10.30 Amended and Restated Employment Agreement, dated as of December 12, 1997, by and
between SFX Entertainment, Inc. and Brian E. Becker (incorporated by reference to
Amendment No. 1 to Form S-1 (File No. 333-43287) filed with the SEC on January 22, 1998)
10.31 Employment Agreement between SFX Entertainment, Inc. and David Falk, dated as of
April 29, 1998 (incorporated by reference to Amendment No. 2 to Form S-1 (File No.
333-50079) filed with the SEC on May 19, 1998)
10.32 Employment Agreement between SFX Entertainment, Inc. and Robert F.X. Sillerman, dated
as of May 28, 1998 (incorporated by reference to Amendment No. 2 to Form S-4 (File No.
333-50331) filed with the SEC on June 9, 1998)
10.33 Employment Agreement between SFX Entertainment, Inc. and Michael G. Ferrel, dated as of
May 28, 1998 (incorporated by reference to Amendment No. 2 to Form S-4 (File No.
333-50331) filed with the SEC on June 9, 1998)
10.34 Employment Agreement between SFX Entertainment, Inc. and Thomas P. Benson, dated as
of May 28, 1998 (incorporated by reference to Amendment No. 2 to Form S-4 (File No.
333-50331) filed with the SEC on June 9, 1998)
</TABLE>
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NO. DESCRIPTION
- ------------ ------------------------------------------------------------------------------------------------
<S> <C>
10.35 Employment Agreement between SFX Entertainment, Inc. and Howard J. Tytel, dated as of
May 28, 1998 (incorporated by reference to Amendment No. 2 to Form S-4 (File No.
333-50331) filed with the SEC on June 9, 1998)
10.36 Agreement and Plan of Merger, dated as of August 6, 1998, among SFX Entertainment, Inc.,
MWE Acquisition Corp. and Magicworks Entertainment Incorporated (incorporated by
reference to Exhibit 99(c)(1) to the Company's Schedule 14D-1 filed with the SEC on
August 13, 1998)
10.37 Agreement and Plan of Merger, as amended, among SFX Entertainment, Inc., SFX
Acquisition Corp. and The Marquee Group, Inc. (incorporated by reference to Registration
Statement on Form S-4 (File No. 333-71195) filed with the SEC on January 26, 1999)
10.38 Director Deferred Stock Ownership Plan of the Company (incorporated by reference to
Registration Statement on Form S-4 (File No. 333-71195) filed with the SEC on January 26, 1999)
10.39 Stock Purchase Agreement, dated January 25, 1999, by and among SFX Entertainment, Inc.
and the sellers party thereto (incorporated by reference to Amendment No. 1 to Form S-4
(File No. 333-71195) filed with the SEC on February 5, 1999).
10.40 Purchase Agreement, dated February 1, 1999, by and among SFX Entertainment, Inc.,
Concert Acquisition Sub, Inc., Nederlander of New Mexico LLC, Nederlander Festivals, Inc
and the other sellers party thereto (incorporated by reference to Amendment No. 1 to Form
S-4 (File No. 333-71195) filed with the SEC on February 5, 1999).
10.41 Asset Purchase Agreement, dated February 1, 1999, by and among SFX Entertainment, Inc.,
Concert Acquisition Sub, Inc. and Nederlander of Ohio, Inc. (incorporated by reference to
Amendment No. 1 to Form S-4 (File No. 333-71195) filed with the SEC on February 5, 1999)
10.42 Membership Interest Purchase Agreement, dated February 1, 1999, by and among SFX
Entertainment, Inc., Concert Acquisition Sub, Inc., Nederlander Arena Management, LLC,
Nederlander Cincinnati, LLC, Nederlander Club Management LLC and the other sellers party
thereto (incorporated by reference to Amendment No. 1 to Form S-4 (File No. 333-71195)
filed with the SEC on February 5, 1999).
10.43 Stock Purchase Agreement, dated February 1, 1999, by and among SFX Entertainment, Inc.,
Concert Acquisition Sub, Inc., Greater Detroit Theatres, Inc. and the other sellers party
thereto (incorporated by reference to Amendment No. 1 to Form S-4 (File No. 333-71195)
filed with the SEC on February 5, 1999).
12.1 + SFX Entertainment, Inc. Ratio of Earnings To Fixed Charges.
21.1 Subsidiaries of SFX Entertainment, Inc. (incorporated by reference to Form 10-K (File No.
000-24017) filed with the SEC on March 31, 1999)
23.1 + Consent of Winston & Strawn (included in Exhibit 5.1)
23.2 + Consent of Ernst & Young LLP
24.1* Power of Attorney for Ronald D. Andrew
24.2* Power of Attorney for D. Geoffrey Armstrong
24.3* Power of Attorney for William O.S. Ballard
24.4* Power of Attorney for Allen J. Becker
24.5* Power of Attorney for Brian Becker
24.6* Power of Attorney for Gary Becker
24.7* Power of Attorney for Thomas P. Benson
24.8* Power of Attorney for Bill Brusca
24.9* Power of Attorney for Robert Brian Cayne, Jr.
24.10* Power of Attorney for Nicholas P. Clainos
</TABLE>
II-18
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ----------- --------------------------------------------------------------------------------
<S> <C>
24.11* Power of Attorney for Michael Cohl
24.12* Power of Attorney for Peter Conlon
24.13* Power of Attorney for Ron Delsener
24.14* Power of Attorney for Edward F. Dugan
24.15* Power of Attorney for David B. Falk
24.16* Power of Attorney for Michael G. Ferrel
24.17* Power of Attorney for Kraig Fox
24.18* Power of Attorney for Greg Gamble
24.19* Power of Attorney for G. Michael Higgins
24.20* Power of Attorney for Jonathan Hochwald
24.21* Power of Attorney for Paul Kramer
24.22* Power of Attorney for Richard A. Liese
24.23* Power of Attorney for Joe Marsh
24.24* Power of Attorney for Nina Mitchell
24.25* Power of Attorney for Terence Moloney
24.26* Power of Attorney for James F. O'Grady, Jr.
24.27* Power of Attorney for Gregg W. Perloff
24.28* Power of Attorney for Robert F.X. Sillerman
24.29* Power of Attorney for Mitch Slater
24.30* Power of Attorney for Peter Strauss
24.31* Power of Attorney for Stephen Welkom
24.32* Power of Attorney for Miles C. Wilkin
25.1* Statement of Eligibility and Qualification on Form T-1 of Trustee
99.1 + Form of Letter of Transmittal
99.2 + Form of Notice of Guaranteed Delivery
99.3 + Form of Letter to Clients
99.4 + Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees
</TABLE>
- ----------
+ Filed herewith.
* Previously filed.
(b) Financial Schedules.
None.
ITEM 22. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment
II-19
<PAGE>
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) (1) The undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(2) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus pursuant
to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
(d) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(e) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-20
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
SFX ENTERTAINMENT, INC.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel
Executive Vice President, General
Counsel, Member of the Office of
the
Chairman and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Executive Chairman, Member April 12, 1999
----------------------- of the Office of the Chairman
Robert F.X. Sillerman and Director (principal
executive officer)
* President, Chief Executive April 12, 1999
----------------------- Officer, Member of the Office
Michael G. Ferrel of the Chairman and Director
* Director, Executive Vice April 12, 1999
----------------------- President and Member of the
Brian Becker Office of the Chairman
* Member of the Office of the April 12, 1999
----------------------- Chairman and Director
David Falk
/s/ Howard J. Tytel Executive Vice President, April 12, 1999
----------------------- General Counsel, Secretary,
Howard J. Tytel Member of the Office of the
Chairman and Director
* Chief Financial Officer, Vice April 12, 1999
----------------------- President and Director
Thomas P. Benson (principal financial and
accounting officer)
* Director, Senior Vice President April 12, 1999
----------------------- and Associate Counsel
Richard A. Liese
</TABLE>
II-21
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------- ---------- ---------------
<S> <C> <C>
* Director April 12, 1999
-----------------------
D. Geoffrey Armstrong
* Director April 12, 1999
-----------------------
James F. O'Grady, Jr.
* Director April 12, 1999
-----------------------
Paul Kramer
* Director April 12, 1999
-----------------------
Edward F. Dugan
*By: /s/ Howard J. Tytel
-----------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-22
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
AKG, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Gregg W. Perloff
* Director April 12, 1999
- -----------------------------
Stephen Welkom
* Director April 12, 1999
- -----------------------------
Nicholas P. Clainos
* Vice President April 12, 1999
- ----------------------------- (principal financial and accounting
Thomas P. Benson officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-23
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
American Artists, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer)
Thomas P. Benson
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Allen J. Becker
* Director April 12, 1999
- -----------------------------
Brian Becker
* Treasurer April 12, 1999
- ----------------------------- (principal accounting officer)
Greg Gamble
*By: /s/ Howard J. Tytel April 12, 1999
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-24
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
American Artists Limited, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer)
Thomas P. Benson
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Allen J. Becker
* Director April 12, 1999
- -----------------------------
Brian Becker
* Treasurer April 12, 1999
- ----------------------------- (principal accounting officer)
Greg Gamble
*By: /s/ Howard J. Tytel April 12, 1999
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-25
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
American Broadway, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Attorney-in-Fact for Gary Becker,
President and Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Gary Becker
* Director April 12, 1999
- -----------------------------
Kraig G. Fox
* Director April 12, 1999
- -----------------------------
Peter Strauss
* Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Terence Moloney principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-26
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Amphitheater Entertainment Partnership
By: SM/PACE, Inc., as general partner
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-27
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Ant Theatrical Productions, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Chief Executive Officer and Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President of Finance and April 12, 1999
- ----------------------------- Treasurer (principal financial officer
Thomas P. Benson and principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-28
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Ardee Festivals N.J., Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Ron Delsener
* Director April 12, 1999
- -----------------------------
Mitch Slater
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-29
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Atlanta Concerts, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
* Director April 12, 1999
- -----------------------------
Peter Conlon
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-30
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Audrey & Jane, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-31
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Avalon Acquisition Corp.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
* Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-32
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Beach Concerts, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Ron Delsener
* Director April 12, 1999
- -----------------------------
Mitch Slater
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-33
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
BGP Acquisition, L.L.C. By: SFX
Entertainment, Inc., its managing
member
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ------------------------------------------ ---------------
<S> <C> <C>
* Executive Chairman, Member of the April 12, 1999
- ----------------------------- Office of the Chairman and Director
Robert F.X. Sillerman
(principal executive officer)
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Director April 12, 1999
- -----------------------------
D. Geoffrey Armstrong
* Chief Financial Officer, Vice President April 12, 1999
- ----------------------------- and Director (principal financial officer
Thomas P. Benson
and principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Richard A. Liese
* Director April 12, 1999
- -----------------------------
James F. O'Grady, Jr.
* Director April 12, 1999
- -----------------------------
Paul Kramer
* Director April 12, 1999
- -----------------------------
Edward F. Dugan
* Director April 12, 1999
- -----------------------------
Brian Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-34
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
BGP Denver, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson
principal accounting officer)
* Director April 12, 1999
- -----------------------------
Gregg W. Perloff
* Director April 12, 1999
- -----------------------------
Nicholas P. Clainos
* Director April 12, 1999
- -----------------------------
Stephen Welkom
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-35
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
BG Presents, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Gregg W. Perloff
* Director April 12, 1999
- -----------------------------
Stephen Welkom
* Director April 12, 1999
- -----------------------------
Nicholas P. Clainos
* Vice President (principal financial April 12, 1999
- ----------------------------- officer and principal accounting
Thomas P. Benson officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-36
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Bill Graham Enterprises, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Nicholas P. Clainos
* Director April 12, 1999
- -----------------------------
Gregg W. Perloff
* Director April 12, 1999
- -----------------------------
Stephen Welkom
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-37
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Bill Graham Management, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Nicholas P. Clainos
* Director April 12, 1999
- -----------------------------
Gregg W. Perloff
* Director April 12, 1999
- -----------------------------
Stephen Welkom
* Vice President (principal financial April 12, 1999
- ----------------------------- officer and principal accounting
Thomas P. Benson officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-38
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Bill Graham Presents, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Nicholas P. Clainos
* Director April 12, 1999
- -----------------------------
Gregg W. Perloff
* Director April 12, 1999
- -----------------------------
Stephen Welkom
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-39
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Boston Playhouse Realty, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer)
Thomas P. Benson
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Allen J. Becker
* Director April 12, 1999
- -----------------------------
Brian Becker
* Treasurer April 12, 1999
- -----------------------------
(principal accounting officer)
Greg Gamble
*By: /s/ Howard J. Tytel April 12, 1999
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-40
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Boylston Street Theatre Corp.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer)
Thomas P. Benson
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Allen J. Becker
* Director April 12, 1999
- -----------------------------
Brian Becker
* Treasurer April 12, 1999
- ----------------------------- (principal accounting officer)
Greg Gamble
*By: /s/ Howard J. Tytel April 12, 1999
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-41
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Broadway Concerts, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Ron Delsener
* Director April 12, 1999
- -----------------------------
Mitch Slater
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-42
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Broadway Series Associates, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson
principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-43
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Broadway Series Management Group, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-44
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Camarillo Amphitheater Managing
Partners, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-45
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Cheva Touring Company
By: Magicworks Entertainment
Incorporated,
as a majority holder
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Joe Marsh
* Director April 12, 1999
- -----------------------------
Brian Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-46
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Concerts, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ---------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* President, Chief Executive Officer and April 12, 1999
- ----------------------------- Director (principal executive officer)
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-47
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Conn Ticketing Company
By: Northeast Ticketing Company,
a general partner
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ----------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Ron Delsener
* Director April 12, 1999
- -----------------------------
Mitch Slater
* Vice President and Chief Financial April 12, 1999
- ----------------------------- Officer (principal financial officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-48
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Connecticut Amphitheater Development
Corporation
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Ron Delsener
* Director April 12, 1999
- -----------------------------
Mitch Slater
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-49
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Connecticut Concerts Incorporated
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Ron Delsener
* Director April 12, 1999
- -----------------------------
Mitch Slater
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-50
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Connecticut Performing Arts, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ------------------------------------ ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Ron Delsener
* Director April 12, 1999
- -----------------------------
Mitch Slater
* Chief Financial Officer (principal April 12, 1999
- ----------------------------- financial officer and principal
Thomas P. Benson accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-51
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Connecticut Performing Arts Partners
By: NOC, Inc., a general partner
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ----------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Ron Delsener
* Director April 12, 1999
- -----------------------------
Mitch Slater
* Vice President and Chief Financial April 12, 1999
- ----------------------------- Officer (principal financial officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-52
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Contemporary Group Acquisition Corp.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer & Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-53
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Contemporary Group, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Chief Executive Officer and Director April 12, 1999
- ----------------------------- (principal executive officer)
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-54
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Contemporary Marketing, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Chief Executive Officer and Director April 12, 1999
- ----------------------------- (principal executive officer)
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-55
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Contemporary Productions Incorporated
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Chief Executive Officer and Director April 12, 1999
- ----------------------------- (principal executive officer)
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-56
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Contemporary Sports Incorporated
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Chief Executive Officer and Director April 12, 1999
- ----------------------------- (principal executive officer)
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-57
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Cooley and Conlon Management Co.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Chief Executive Officer and Director April 12, 1999
- ----------------------------- (principal executive officer)
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Peter Conlon
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-58
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Deer Creek Amphitheater Concerts, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director (principal executive
Howard J. Tytel officer)
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-59
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Deer Creek Amphitheater Concerts, L.P.
By: Deer Creek Amphitheater Concerts,
Inc., its general partner
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ----------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President and Chief Financial April 12, 1999
- ----------------------------- Officer (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director (principal executive
Howard J. Tytel officer)
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-60
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Delsener/Slater Enterprises, Ltd.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Attorney-in-fact
for Ron Delsener and Mitch Slater,
Co-Presidents and Co-Chief Executive
Officers
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ----------------------------------- ---------------
<S> <C> <C>
* Co-President, Co-Chief Executive April 12, 1999
- ----------------------------- Officer and Director (co-principal
Ron Delsener executive officer)
* Co-President, Co-Chief Executive April 12, 1999
- ----------------------------- Officer and Director (co-principal
Mitch Slater executive officer)
* Chief Financial Officer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-61
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
DiCesare-Engler, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer)
Thomas P. Benson
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (prinicpal executive officer)
Howard J. Tytel
* Treasurer April 12, 1999
- ----------------------------- (principal accounting officer)
Greg Gamble
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-62
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
DiCesare-Engler Promotions, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer)
Thomas P. Benson
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (prinicpal executive officer)
Howard J. Tytel
* Treasurer April 12, 1999
- ----------------------------- (principal accounting officer)
Greg Gamble
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-63
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
DLC Corp.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson
principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-64
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
DLC Funding Corp.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-65
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Dumb Deal, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Ron Delsener
* Director April 12, 1999
- -----------------------------
Mitch Slater
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-66
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Eagle Eye Entertainment, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Miles C. Wilkin
* Director April 12, 1999
- -----------------------------
Ronald D. Andrew
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
*By: /s/ Howard J. Tytel April 12, 1999
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-67
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Eagle Eye Entertainment USA Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert R.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director (principal executive
Howard J. Tytel officer)
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
* Treasurer April 12, 1999
- ----------------------------- (principal accounting officer)
Greg Gamble
*By: /s/ Howard J. Tytel April 12, 1999
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-68
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
EMI Acquisition Sub, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-69
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Entertainment Performing Arts, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-70
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Event Merchandising, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ---------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Chief Executive Officer, President and April 12, 1999
- ----------------------------- Director
Michael G. Ferrel (principal executive officer)
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
Director April 12, 1999
- -----------------------------
Howard Kaufman
Director April 12, 1999
- -----------------------------
Howard Rose
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-71
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Exit 116 Revisited, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Ron Delsener
* Director April 12, 1999
- -----------------------------
Mitch Slater
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-72
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Falk Associates Management Enterprises,
Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Chairman of the Board and Director April 12, 1999
- ----------------------------- (principal executive officer)
David B. Falk
* Director April 12, 1999
- -----------------------------
Curtis J. Polk
* Director April 12, 1999
- -----------------------------
Richard A. Liese
* Director April 12, 1999
- -----------------------------
G. Michael Higgins
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-73
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Festival Productions, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Vice April 12, 1999
- ----------------------------- President (principal financial officer
Thomas P. Benson and principal accounting officer)
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director (principal executive
Howard J. Tytel officer)
* Director April 12, 1999
- -----------------------------
Brian J. Becker
* Director April 12, 1999
- -----------------------------
Allen Becker
* Treasurer April 12, 1999
- ----------------------------- (principal accountng officer)
Greg Gamble
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-74
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Fillmore Corporation
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Nicholas P. Clainos
* Director April 12, 1999
- -----------------------------
Gregg W. Perloff
* Vice President and Director April 12, 1999
- -----------------------------
Stephen Welkom
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-75
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Fillmore Fingers, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Nicholas P. Clainos
* Director April 12, 1999
- -----------------------------
Gregg W. Perloff
* Director April 12, 1999
- -----------------------------
Stephen Welkom
* Vice President (principal financial April 12, 1999
- ----------------------------- officer and principal accounting
Thomas P. Benson officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-76
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Financial Advisory Management
Enterprises, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Attorney-in-fact
for David B. Falk, Chairman of the
Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ---------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
G. Michael Higgins
* Director April 12, 1999
- -----------------------------
Richard A. Liese
* Director April 12, 1999
- -----------------------------
Thomas P. Benson
* Chairman of the Board and Director April 12, 1999
- ----------------------------- (principal executive officer)
David B. Falk
* Director April 12, 1999
- -----------------------------
Curtis Polk
* Vice President, Secretary and Director April 12, 1999
- ----------------------------- (principal financial officer and
Nina Mitchell principal accounting officer)
*By: /s/ Howard J. Tytel April 12, 1999
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-77
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Gershwins' Fascinating Rhythm By:
Magicworks Entertainment Incorporated,
as a majority holder
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Joe Marsh
* Director April 12, 1999
- -----------------------------
Brian Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-78
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Grand Slam Sports Marketing, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-79
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
GSAC Partners By: Pavilion Partners,
its general partner By: SM/PACE, Inc.,
its general partner
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Vice April 12, 1999
- ----------------------------- President (principal financial officer
Thomas P. Benson and principal accounting officer)
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director (principal executive
Howard J. Tytel officer)
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-80
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
High Cotton, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Peter Conlon
* Chief Executive Officer and Director April 12, 1999
- ----------------------------- (principal executive officer)
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-81
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
In House Tickets, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Ron Delsener
* Director April 12, 1999
- -----------------------------
Mitch Slater
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-82
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
International Music (Canada) Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Chief Executive Officer April 12, 1999
- ----------------------------- (principal executive officer)
Michael G. Ferrel
* Vice President of Finance and April 12, 1999
- ----------------------------- Treasurer (principal financial officer
Thomas P. Benson and principal accounting officer)
* Director April 12, 1999
- -----------------------------
Michael Cohl
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-83
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
International Music (USA) Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President of Finance and April 12, 1999
- ----------------------------- Treasurer (principal financial officer
Thomas P. Benson and principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-84
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
International Music Ltd.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President of Finance and April 12, 1999
- ----------------------------- Treasurer (principal financial officer
Thomas P. Benson and principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-85
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
International Music Tour I Ltd.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President of Finance and April 12, 1999
- ----------------------------- Treasurer (principal financial officer
Thomas P. Benson and principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-86
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
International Music Tour II Ltd.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President of Finance and April 12, 1999
- ----------------------------- Treasurer (principal financial officer
Thomas P. Benson and principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-87
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
International Music Tour I (USA) Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President of Finance and April 12, 1999
- ----------------------------- Treasurer (principal financial officer
Thomas P. Benson and principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-88
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
International Music Tour II (USA) Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President of Finance and April 12, 1999
- ----------------------------- Treasurer (principal financial officer
Thomas P. Benson and principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-89
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Irvine Meadows Amphitheater
By: Avalon Acquisition Corp., as
general partner
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-90
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Irving Plaza Concerts, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Attorney-in-Fact for Thomas P.
Benson,
Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Bill Brusca
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal executive officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-91
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Jefko Touring Company By: Magicworks
Entertainment Incorporated,
as a majority holder
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
* Director April 12, 1999
- -----------------------------
Joe Marsh
* Director April 12, 1999
- -----------------------------
Brian Becker
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-92
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Magicworks Concerts, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-93
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Magicworks Entertainment Asia Limited
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
General Manager
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ------------------------------------ ---------------
<S> <C> <C>
* Managing Director April 12, 1999
- -----------------------------
Robert Brian Cayne, Jr.
* Director April 12, 1999
- -----------------------------
Joe Marsh
/s/ Howard J. Tytel General Manager April 12, 1999
- ----------------------------- (principal executive, financial and
Howard J. Tytel accounting officer)
*By: /s/ Howard J. Tytel April 12, 1999
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-94
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Magicworks Entertainment Incorporated
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Joe Marsh
* Director April 12, 1999
- -----------------------------
Brian Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-95
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Magicworks Entertainment International,
Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-96
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Magicworks Exhibitions, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Joe Marsh
* Director April 12, 1999
- -----------------------------
Brian Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-97
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Magicworks Exhibitions Joint Venture
By: Magicworks Entertainment
Incorporated,
as a majority holder
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Joe Marsh
* Director April 12, 1999
- -----------------------------
Brian Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-98
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Magicworks Fashion Management, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-99
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Magicworks Merchandising, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-100
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Magicworks Sports Management, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-101
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Magicworks Theatricals, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-102
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Magicworks Transportation, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-103
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Magicworks West, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-104
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Marco Entertainment, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-105
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Melody Tent and Amphitheater, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer)
Thomas P. Benson
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Treasurer April 12, 1999
- ----------------------------- (principal accounting officer)
Greg Gamble
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-106
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Murat Center Concerts, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director (principal executive
Howard J. Tytel officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-107
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Murat Center Concerts, L.P. By: Murat
Center Concerts, Inc.,
its general partner
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ----------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President, General April 12, 1999
- ----------------------------- Counsel, Secretary and Director
Howard J. Tytel (principal executive officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-108
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
New Avalon, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ---------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Chief Executive Officer, President and April 12, 1999
- ----------------------------- Director
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-109
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
NOC, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson accounting officer)
* Director April 12, 1999
- -----------------------------
Ron Delsener
* Director April 12, 1999
- -----------------------------
Mitch Slater
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-110
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Northeast Ticketing Company
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director
Howard J. Tytel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson accounting officer)
* Director April 12, 1999
- -----------------------------
Ron Delsener
* Director April 12, 1999
- -----------------------------
Mitch Slater
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-111
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Oakdale Theater Concerts, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-112
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Old PCI, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ---------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President (principal financial April 12, 1999
- ----------------------------- officer and principal accounting
Thomas P. Benson officer)
/s/ Howard J. Tytel Executive Vice President, and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-113
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE AEP Acquisition, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-114
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE (UK)
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ----------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Allen J. Becker
* President April 12, 1999
- ----------------------------- Brian Becker
*By: /s/ Howard J. Tytel (principal executive officer, principal April 12, 1999
------------------------- financial officer and principal
Howard J. Tytel accounting officer)
Attorney-in-fact
</TABLE>
II-115
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE Amphitheatres, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-116
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE Amphitheater Management, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-117
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE Bayou Place, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-118
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE Communications, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-119
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE Concerts GP, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ------------------------------------ ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President, Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-120
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE Concerts, Ltd.
By: PACE Concerts GP, Inc., as general
partner
By: /s/ Howard J. Tytel
---------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President (principal financial April 12, 1999
- ----------------------------- officer and principal accounting
Thomas P. Benson officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-121
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE Entertainment Corporation
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-122
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE Entertainment GP Corp.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President (principal financial April 12, 1999
- ----------------------------- officer and principal accounting
Thomas P. Benson officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-123
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE Entertainment Group, Ltd.
By: PACE Entertainment GP Corp.,
as a general partner
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President (principal financial April 12, 1999
- ----------------------------- officer and principal accounting
Thomas P. Benson officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-124
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE Milton Keynes, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-125
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE Motor Sports, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-126
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE Music Group, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-127
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE Productions, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-128
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE Theatrical Group, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-129
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE Touring, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-130
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE U.K. Holding Corporation
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-131
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PACE Variety Entertainment, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Attorney-in-Fact for Jonathan
Hochwald, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------- ---------------
<S> <C> <C>
* President April 12, 1999
- ----------------------------- (principal executive officer)
Jonathan Hochwald
* Director April 12, 1999
- -----------------------------
Kraig Fox
* Director April 12, 1999
- -----------------------------
Gary Becker
* Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Terence Moloney principal accounting officer)
* Director April 12, 1999
- -----------------------------
Peter Strauss
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-132
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Pavilion Partners
By: SM/PACE, Inc., its general partner
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-133
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PEC, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President (principal financial April 12, 1999
- ----------------------------- officer and principal accounting
Thomas P. Benson officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-134
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Performing Arts Management of
North Miami, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-135
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Polaris Amphitheater Concerts, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director (principal executive
Howard J. Tytel officer)
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-136
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
PTG-Florida, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-137
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
QN Corp.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Ron Delsener
* Director April 12, 1999
- -----------------------------
Mitch Slater
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-138
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Rugrats American Tour, Ltd.
By: PACE Variety Entertainment, Inc.,
as general partner
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Attorney-in-Fact for Jonathan
Hochwald, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------- ---------------
<S> <C> <C>
* President April 12, 1999
- ----------------------------- (principal executive officer)
Jonathan Hochwald
* Director April 12, 1999
- -----------------------------
Kraig Fox
* Director April 12, 1999
- -----------------------------
Gary Becker
* Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Terence Moloney principal accounting officer)
* Director April 12, 1999
- -----------------------------
Peter Strauss
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-139
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
SFX Acquisition Corp.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-140
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
SFX Concerts of the Midwest, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ----------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director (principal executive
Howard J. Tytel officer)
* Vice President and Chief Financial April 12, 1999
- ----------------------------- Officer (principal financial officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-141
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
SFX Concerts, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Ron Delsener
* Director April 12, 1999
- -----------------------------
Mitch Slater
* Treasurer and Chief Financial Officer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-142
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
SFX Delaware, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-143
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
SFX Network Group, L.L.C.
By: SFX Entertainment, Inc.,
its Managing Member
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ------------------------------------------ ---------------
<S> <C> <C>
* Executive Chairman, Member of the April 12, 1999
- ----------------------------- Office of the Chairman and Director
Robert F.X. Sillerman (principal executive officer)
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Director April 12, 1999
- -----------------------------
D. Geoffrey Armstrong
* Chief Financial Officer, Vice President April 12, 1999
- ----------------------------- and Director (principal financial officer
Thomas P. Benson and principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Richard A. Liese
* Director April 12, 1999
- -----------------------------
James F. O'Grady, Jr.
* Director April 12, 1999
- -----------------------------
Paul Kramer
* Director April 12, 1999
- -----------------------------
Edward F. Dugan
* Director April 12, 1999
- -----------------------------
Brian Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-144
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
SFX Sports Group, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-145
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
SFX Radio Network, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- -------------------------------------- ---------------
<S> <C> <C>
* Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Michael G. Ferrel
* Chief Financial Officer and Director April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-146
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
SFX Touring, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-147
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Shelli Meadows, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-148
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Shoreline Amphitheatre, Ltd.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Nicholas P. Clainos
* Director April 12, 1999
- -----------------------------
Gregg W. Perloff
* Director April 12, 1999
- -----------------------------
Stephen Welkom
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-149
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Shoreline Amphitheatre Partners
By: Shoreline Ampitheatre, Ltd.,
its general partner
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Nicholas P. Clainos
* Director April 12, 1999
- -----------------------------
Gregg W. Perloff
* Director April 12, 1999
- -----------------------------
Stephen Welkom
* Chief Financial Officer and Vice April 12, 1999
- ----------------------------- President (principal financial officer
Thomas P. Benson and principal accounting officer)
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director (principal executive
Howard J. Tytel officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-150
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
SM/PACE, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Vice April 12, 1999
- ----------------------------- President (principal financial officer
Thomas P. Benson and principal accounting officer)
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director (principal executive
Howard J. Tytel officer)
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-151
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Southeast Ticketing Company
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Ron Delsener
* Director April 12, 1999
- -----------------------------
Mitch Slater
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-152
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Southern Promotions, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Peter Conlon
* Chief Executive Officer and Director April 12, 1999
- ----------------------------- (principal executive officer)
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-153
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
STEP Entertainment Services, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Chief Executive Officer April 12, 1999
- ----------------------------- (principal executive officer)
Michael G. Ferrel
* Vice President of Finance and April 12, 1999
- ----------------------------- Treasurer (principal financial officer
Thomas P. Benson and principal accounting officer)
* Director April 12, 1999
- -----------------------------
William O.S. Ballard
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-154
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Sunshine Concerts, L.L.C.
By: SFX Concerts of the Midwest, Inc.,
its managing member
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ----------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director (principal executive
Howard J. Tytel officer)
* Vice President and Chief Financial April 12, 1999
- ----------------------------- Officer (principal financial officer and
Thomas P. Benson principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-155
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Sunshine Designs, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Vice President and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director (principal executive
Howard J. Tytel officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-156
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Sunshine Designs, L.P.
By: Sunshine Designs, Inc., its general
partner
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Vice President and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director (principal executive
Howard J. Tytel officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-157
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Suntex Acquisition, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Vice President and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director (principal executive
Howard J. Tytel officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-158
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Suntex Acquisition, L.P.
By: Suntex Acquisition, Inc., its
general partner
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Vice President and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director (principal executive
Howard J. Tytel officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-159
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
TAP Productions, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer)
Thomas P. Benson
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Allen J. Becker
* Director April 12, 1999
- -----------------------------
Brian Becker
* Treasurer April 12, 1999
- ----------------------------- (principal accounting officer)
Greg Gamble
*By: /s/ Howard J. Tytel April 12, 1999
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-160
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
TBA Media, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ---------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Chief Executive Officer, President and April 12, 1999
- ----------------------------- Director (principal executive officer)
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-161
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Tennis Events, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-162
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
The Album Network, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- -------------------------------------- ---------------
<S> <C> <C>
* Chief Executive Officer and Director April 12, 1999
- ----------------------------- (principal executive officer)
Michael G. Ferrel
* Treasurer and Director (principal April 12, 1999
- ----------------------------- financial officer and principal
Thomas P. Benson accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-163
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
The Gin Touring Company
By: Magicworks Entertainment
Incorporated,
as a majority holder
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Joe Marsh
* Director April 12, 1999
- -----------------------------
Brian Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-164
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
The Wedding Tour Company
By: PACE Variety Entertainment, Inc.,
as a majority holder
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Attorney-in-Fact for Jonathan
Hochwald, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------- ---------------
<S> <C> <C>
* President April 12, 1999
- ----------------------------- (principal executive officer)
Jonathan Hochwald
* Director April 12, 1999
- -----------------------------
Kraig Fox
* Director April 12, 1999
- -----------------------------
Gary Becker
* Director April 12, 1999
- -----------------------------
Peter Strauss
* Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Terence Moloney principal accounting officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-165
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Ticket Service, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer)
Thomas P. Benson
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (prinicpal executive officer)
Howard J. Tytel
* Treasurer April 12, 1999
- ----------------------------- (principal accounting officer)
Greg Gamble
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-166
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Touring Artists Group, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-167
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Touring Artists Group, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Treasurer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-168
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Touring Productions, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-169
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Tremont Street Theatre Corporation II,
Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer)
Thomas P. Benson
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Allen J. Becker
* Director April 12, 1999
- -----------------------------
Brian Becker
* Treasurer April 12, 1999
- ----------------------------- (principal accounting officer)
Greg Gamble
*By: /s/ Howard J. Tytel April 12, 1999
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-170
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Tuneful Company, Inc.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-171
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Warrenton Street Theatre Corp.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Vice President April 12, 1999
- ----------------------------- (principal financial officer)
Thomas P. Benson
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
* Director April 12, 1999
- -----------------------------
Allen J. Becker
* Director April 12, 1999
- -----------------------------
Brian Becker
* Treasurer April 12, 1999
- ----------------------------- (principal accounting officer)
Greg Gamble
*By: /s/ Howard J. Tytel April 12, 1999
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-172
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Westbury Music Fair, L.L.C.
By: Delsener/Slater Enterprises, Ltd.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Attorney-in-fact
for Ron Delsener and Mitch Slater,
Co-Presidents and Co-Chief Executive
Officers
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- ------------------------------------ ---------------
<S> <C> <C>
* Chief Financial Officer (principal April 12, 1999
- ----------------------------- financial officer and principal
Thomas P. Benson accounting officer)
* Co-President, Co-Chief Executive April 12, 1999
- ----------------------------- Officer and Director (co-principal
Ron Delsener executive officer)
* Co-President, Co-Chief Executive April 12, 1999
- ----------------------------- Officer and Director (co-principal
Mitch Slater executive officer)
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-173
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
West Coast Amphitheater Corp.
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------- ---------------
<S> <C> <C>
* Executive Chairman and Director April 12, 1999
- ----------------------------- (principal executive officer)
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer April 12, 1999
- ----------------------------- (principal financial officer and
Thomas P. Benson principal accounting officer)
/s/ Howard J. Tytel Director April 12, 1999
- -----------------------------
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-174
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Western Amphitheater Partners
By: Pavilion Partners, as general
partner and SM/PACE, Inc. as general
partner of Pavilion Partners
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Michael G. Ferrel
* Chief Financial Officer and Vice April 12, 1999
- ----------------------------- President (principal financial officer
Thomas P. Benson and principal accounting officer)
/s/ Howard J. Tytel Executive Vice President, Secretary April 12, 1999
- ----------------------------- and Director (principal executive
Howard J. Tytel officer)
* Director April 12, 1999
- -----------------------------
Brian Becker
* Director April 12, 1999
- -----------------------------
Allen J. Becker
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-175
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on April 12, 1999.
Wolfgang Records
By: /s/ Howard J. Tytel
------------------------------------
Howard J. Tytel,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons on behalf of
the registrant, its general partner or managing member, as the case may be, and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------- --------------------------------------- ---------------
<S> <C> <C>
* Director April 12, 1999
- -----------------------------
Robert F.X. Sillerman
* Director April 12, 1999
- -----------------------------
Nicholas P. Clainos
* Director April 12, 1999
- -----------------------------
Gregg W. Perloff
* Director April 12, 1999
- -----------------------------
Stephen Welkom
* Vice President April 12, 1999
- ----------------------------- (principal financial and accounting
Thomas P. Benson officer)
/s/ Howard J. Tytel Executive Vice President and Director April 12, 1999
- ----------------------------- (principal executive officer)
Howard J. Tytel
*By: /s/ Howard J. Tytel
-------------------------
Howard J. Tytel
Attorney-in-fact
</TABLE>
II-176
<PAGE>
- --------------------------------------------------------------------------------
COMPOSITE MEMORANDUM
AND ARTICLES
OF ASSOCIATION
CONCERT PRODUCTIONS (UK) LIMITED
Incorporated on the 13th day of February 1997
- --------------------------------------------------------------------------------
<PAGE>
THE COMPANIES ACTS 1985 to 1989
PRIVATE COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION OF
CONCERT PRODUCTIONS (UK) LIMITED
1. The Company's name is "CONCERT PRODUCTIONS (UK) LIMITED".
2. The Company's registered office is to be situated in England and Wales.
3. The Company's objects are:-
(a) (i) To carry on the businesses of an international headquarters
company, a holding company in all its branches, general merchants and traders,
cash and credit traders, agents, manufacturers' agents and representatives,
managers and administrators, providers of business services and business
facilities, providers of hire purchase facilities, importers, exporters,
manufacturers, retailers, wholesalers, buyers, sellers, distributors and
shippers of and dealers in products, goods, wares, articles, merchandise, items
and produce of every description; to acquire by purchase, lease, concession,
grant, licence or otherwise such businesses, options, rights, privileges, lands,
buildings, leases, underleases, stocks, shares, debentures, debenture stock,
bonds, obligations, securities, reversionary interests, annuities, policies of
assurance and other property and rights and interests in property as the Company
shall deem fit and generally to hold, manage, develop, lease, sell or dispose of
the same; and to vary any of the investments of the Company, to act as trustees
of any deeds constituting or securing any debentures, debenture stock or other
securities or obligations; to act as agents and nominees; to provide services of
all kinds to individuals, firms, partnerships, companies, corporate bodies,
businesses, organizations and bodies of all kinds; to enter into, assist, or
participate in financial, commercial, mercantile, industrial and other
transactions, undertakings and businesses of every description, and to
establish, carry on, develop and extend the same or sell, dispose of or
otherwise turn the same to account, and to co-ordinate the policy and
administration of any companies of which this Company is a member or which are
in any manner controlled by, or connected with the Company, and to carry on all
or any of the businesses of capitalists, trustees, financiers, brokers and
agents, commission agents, financial agents, company promoters, bill
discounters, insurance brokers and agents, mortgage brokers, rent and debt
collectors, stock and share brokers and dealers and commission and general
agents, merchants and traders; and to manufacture, buy, sell, maintain, repair
and deal in plant, machinery, tools, articles and things of all kinds capable of
being used for the purposes of the above-mentioned businesses or any of them, or
likely to be required by customers of or persons having dealings with the
Company.
<PAGE>
(ii) To carry on any other trade or business whatever which can in the
opinion of the Board of Directors be advantageously carried on in
connection with or ancillary to any of the businesses of the Company.
(b) To purchase or by any other means acquire and take options over any
property whatever, and any rights or privileges of any kind over or in respect
of any property.
(c) To apply for, register, purchase, or by other means acquire and
protect, prolong and renew, whether in the United Kingdom or elsewhere any
patents, patent rights, brevets d'invention, licences, secret processes, trade
marks, designs, protections and concessions and to disclaim, alter, modify, use
and turn to account and to manufacture under or grant licences or privileges in
respect of the same, and to expend money in experimenting upon, testing and
improving any patents, inventions or rights which the Company may acquire or
propose to acquire.
(d) To acquire or undertake the whole or any part of the business,
goodwill, and assets of any person, firm, or company carrying on or proposing to
carry on any of the businesses which the Company is authorised to carry on and
as part of the consideration for such acquisition to undertake all or any of the
liabilities of such person, firm or company, or to acquire an interest in,
amalgamate with, or enter into partnership or into any arrangement for sharing
profits, or for co-operation, or for mutual assistance with any such person,
firm or company, or for subsidising or otherwise assisting any such person, firm
or company, and to give or accept, by way of consideration for any of the acts
or things aforesaid or property acquired, any shares, debentures, debenture
stock or securities that may be agreed upon and to hold and retain, or sell,
mortgage and deal with any shares, debentures, debenture stock or securities so
received.
(e) To improve, manage, construct, repair, develop, exchange, let on lease
or otherwise, mortgage, charge, sell, dispose of, turn to account, grant
licences, options, rights and privileges in respect of, or otherwise deal with
all or any part of the property and rights of the Company.
(f) To invest and deal with the moneys of the Company not immediately
required in such manner as may from tune to time be determined and to hold or
otherwise deal with any investments made.
(g) To lend and advance money or give credit on any terms and with or
without security to any person, firm or company (including without prejudice to
the generality of the foregoing any holding company, subsidiary or fellow
subsidiary of, or any other company associated in any way with, the Company), to
enter into guarantees, contracts of indemnity and suretyships of all kinds, to
receive money on deposit or loan upon any terms, and to secure or guarantee in
any manner and upon any terms the payment of any sum of money or the performance
of any obligation by any person, firm or company (including without prejudice to
the generality of the foregoing any such holding company, subsidiary, fellow
subsidiary or associated company as aforesaid).
<PAGE>
(h) To borrow and raise money in any manner and to secure the repayment of
any money borrowed, raised or owing by mortgage, charge, standard security, lien
or other security upon the whole or any part of the Company's property or assets
(whether present or future), including its uncalled capital, and also by a
similar mortgage, charge, standard security, lien or security to secure and
guarantee the performance by the Company of any obligation or liability it may
undertake or which may become binding on it.
(i) To draw, make, accept, endorse, discount, negotiate, execute and issue
cheques, bills of exchange, promissory notes, bills of lading, warrants,
debentures, and other negotiable or transferable instruments.
(j) To apply for, promote, and obtain any Act of Parliament, order, or
licence of the Department of Trade or other authority for enabling the Company
to carry any of its objects into effect, or for effecting any modification of
the Company's constitution, or for any other purpose which may seem calculated
directly or indirectly to promote the Company's interests, and to oppose any
proceedings or applications which may seem calculated directly or indirectly to
prejudice the Company's interests.
(k) To enter into any arrangements with any government or authority
(supreme, municipal, local, or otherwise) that may seem conducive to the
attainment of the Company's objects or any of them, arid to obtain from any such
government or authority any charters, decrees, rights, privileges or concessions
which the Company may think desirable and to carry out, exercise, and comply
with any such charters, decrees, rights, privileges, and concessions.
(l) To subscribe for, take, purchase, or otherwise acquire, hold, sell,
deal with and dispose of, place and underwrite shares, stocks, debentures,
debenture stocks, bonds, obligations or securities issued or guaranteed by any
other company constituted or carrying on business in any part of the world, and
debentures, debenture stocks, bonds, obligations or securities issued or
guaranteed by any government or authority, municipal, local or otherwise, in any
part of the world.
(m) To control, manage, finance, subsidise, coordinate or otherwise assist
any company or companies in which the Company has a direct or indirect financial
interest, to provide secretarial, administrative, technical, commercial and
other services and facilities of all kinds for any such company or companies and
to make payments by way of subvention or otherwise and any other arrangements
which may seem desirable with respect to any business or operations of or
generally with respect to any such company or companies.
(n) To promote any other company for the purpose of acquiring the whole or
any part of the business or property or undertaking or any of the liabilities of
the Company, or of undertaking any business or operations which may appear
likely to assist or benefit the Company or to enhance the value of any property
or business of the Company, and to place or guarantee the placing of,
underwrite, subscribe for, or otherwise acquire all or any part of the shares or
securities of any such company as aforesaid.
<PAGE>
(o) To sell or otherwise dispose of the whole or any part of the business
or property of the Company, either together or in portions, for such
consideration as the Company may think fit, and in particular for shares,
debentures, or securities of any company purchasing the same.
(p) To act as agents or brokers and as trustees for any person, firm or
company, and to undertake and perform sub-contracts.
(q) To remunerate any person, firm or company rendering services to the
Company either by cash payment or by the allotment to him or them of shares or
other securities of the Company credited as paid up in full or in part or
otherwise as may be thought expedient.
(r) To distribute among the Members of the Company in kind any property of
the Company of whatever nature.
(s) To pay all or any expenses incurred in connection with the promotion,
formation and incorporation of the Company, or to contract with any person, firm
or company to pay the same, and to pay commissions to brokers and others for
underwriting, placing, selling, or guaranteeing the subscription of any shares
or other securities of the Company.
(t) To support and subscribe to any charitable or public object and to
support and subscribe to any institution, society, or club which may be for the
benefit of the Company or its Directors or employees, or may be connected with
any town or place where the Company carries on business; to give or award
pensions, annuities, gratuities, and superannuation or other allowances or
benefits or charitable aid and generally to provide advantages, facilities and
services for any persons who are or have been Directors of, or who are or have
been employed by, or who are serving or have served the Company, or any company
which is a subsidiary of the Company or the holding company of the Company or a
fellow subsidiary of the Company or the predecessors in business of the Company
or of any such subsidiary, holding or fellow subsidiary company and to the
wives, widows, children and other relatives and dependants of such persons; to
make payments towards insurance including insurance for any Director, officer or
Auditor against any liability as is referred to in Section 310(1) of the Act;
and to set up, establish, support and maintain superannuation and other funds or
schemes (whether contributory or non-contributory) for the benefit of any of
such persons and of their wives, widows, children and other relatives and
dependants; and to set up, establish, support and maintain profit sharing or
share purchase schemes for the benefit of any of the employees of the Company or
of any such subsidiary, holding or fellow subsidiary company and to lend money
to any such employees or to trustees on their behalf to enable any such purchase
schemes to be established or maintained.
(u) Subject to and in accordance with a due compliance with the provisions
of Sections 155 to 158 (inclusive) of the Act (if and so far as such provisions
shall be applicable), to give, whether directly or indirectly, any kind of
financial assistance (as defined in Section 152(1)(a) of the Act) for any such
purpose as is specified in Section 151(1) and/or Section 151(2) of the Act.
<PAGE>
(v) To procure the Company to be registered or recognised in any part of
the world.
(w) To cease carrying on or to wind up any business or activity of the
Company, and to cancel any registration of, and to wind up or procure the
dissolution of the Company in any state or territory.
(x) To do all or any of the things or matters aforesaid in any part of the
world and either as principals, agents, contractors or otherwise, and by or
through agents, brokers, sub-contractors or otherwise and either alone or in
conjunction with others.
(y) To do all such other things as may be deemed incidental or conducive to
the attainment of the Company's objects or any of them.
AND so that:-
(1) None of the objects set forth in any sub-clause of this Clause
shall be restrictively construed but the widest interpretation shall be
given to each such object, and none of such objects shall, except where the
context expressly so requires, be in any way limited or restricted by
reference to or inference from any other object or objects set forth in
such sub-clause, or by reference to or inference from the terms of any
other sub-clause of this Clause, or by reference to or inference from the
name of the Company.
(2) None of the sub-clauses of this Clause and none of the objects
therein specified shall be deemed subsidiary or ancillary to any of the
objects specified in any other such sub-clause, and the Company shall have
as full a power to exercise each and every one of the objects specified in
each sub-clause of this Clause as though each such sub-clause contained the
objects of a separate Company.
(3) The word "company" in this Clause, except where used in reference
to the Company, shall be deemed to include any partnership or other body of
persons, whether incorporated or unincorporated and whether domiciled in
the United Kingdom or elsewhere.
(4) In this Clause the expression "the Act" means the Companies Act
1985, but so that any reference in this Clause to any provision of the Act
shall be deemed to include a reference to any statutory modification or
reenactment of that provision for the time being in force.
4. The liability of the Members is limited.
5. The Company's share capital is(pound)10,000 divided into 10,000 shares
of(pound)1 each.
<PAGE>
- --------------------------------------------------------------------------------
Names and addresses of Subscribers
- --------------------------------------------------------------------------------
1. For and on behalf of
Fort Street Nominees Limited
Celtic House
Victoria Street, Douglas
Isle of Man. IM1 2SJ
2. For and on behalf of
Jordan Nominees (I.O.M.) Limited
Celtic House
Victoria Street, Douglas
Isle of Man. IM1 2SJ
- --------------------------------------------------------------------------------
Dated the 13th day of February, 1997
Witness to the above Signatures:- Marcell Phillips
Celtic House, Victoria Street,
Douglas, Isle of Man. IM1 2SJ
<PAGE>
THE COMPANIES ACTS 1985 to 1989
PRIVATE COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF
CONCERT PRODUCTIONS (UK) LIMITED
PRELIMINARY
1. (a) The Regulations contained in Table A in the Schedule to the Companies
(Tables A to F) Regulations 1985 (SI 1985 No. 805) as amended by the Companies
(Tables A to F) (Amendment) Regulations 1985 (SI 1985 No. 1052) (such Table
being hereinafter called "Table A") shall apply to the Company save in so far as
they are excluded or varied hereby and such Regulations (save as so excluded or
varied) and the Articles hereinafter contained shall be the regulations of the
Company.
(b) In these Articles the expressions:-
"the Act" means the Companies Act 1985, but
so that any reference in these
Articles to any provision of the
Act shall be deemed to include a
reference to any statutory
modification or re-enactment of
that provision for the time being
in force; and
"subsidiary company" means a company which is a
subsidiary of another within the
meaning of Section 736 of the Act
except that a company shall not be
regarded as a subsidiary of another
by reason only of the fact that
that other is a member of it and
has the right to appoint or remove
a majority of its board of
directors and the definition of
"holding company" in the said
Section shall be construed
accordingly.
<PAGE>
ALLOTMENT OF SHARES
2. (a) Notwithstanding any other provision of these Articles no share shall be
allotted or otherwise disposed of nor shall any option be granted over any share
in circumstances where such allotment or disposal or grant would result in the
Company ceasing to be an international headquarters company as defined in
Section 246S of the Taxes Act 1988 (as amended by Schedule 16 of the Finance Act
1994).
(b) Subject always to the provisions of paragraph (a) above shares which
are comprised in the authorised but unissued share capital of the Company shall
be under the control of the Directors who may (subject to Section 80 of the Act
and to paragraph (d) below) allot, grant options over or otherwise dispose of
the same, to such persons, on such terms and in such manner as they think fit.
(c) In accordance with Section 91(1) of the Act Sections 89(1) and 90(1) to
(6) (inclusive) of the Act shall not apply to the Company.
(d) The Directors are generally and unconditionally authorised for the
purposes of Section 80 of the Act, to exercise any power of the Company to allot
and grant rights to subscribe for or convert securities into shares of the
Company up to the amount of the authorised but unissued share capital with which
the Company is incorporated at any time or times during the period of five years
from the date of incorporation and the Directors may, after that period, allot
any shares or grant any such rights under this authority in pursuance of an
offer or agreement so to do made by the Company within that period. The
authority hereby given may at any time (subject to the said Section 80) be
renewed, revoked or varied by Ordinary Resolution of the Company in General
Meeting.
SHARES
3. The lien conferred by Clause 8 in Table A shall attach also to fully
paid-up shares, and the Company shall also have a first and paramount lien on
all shares, whether fully paid or not, standing registered in the name of any
person indebted or under liability to the Company, whether he shall be the sole
registered holder thereof or shall be one of two or more joint holders, for all
moneys presently payable by him or his estate to the Company. Clause 8 in Table
A shall be modified accordingly.
4. The liability of any Member in default in respect of a call shall be
increased by the addition at the end of the first sentence of Clause 18 in Table
A of the words "and all expenses that may have been incurred by the Company by
reason of such non-payment".
GENERAL MEETINGS AND RESOLUTIONS
5. (a) Every notice convening a General Meeting shall comply with the
provisions of Section 372(3) of the Act as to giving information to Members in
regard to their right to appoint proxies; and notices of and other
communications relating to any General Meeting which any Member is entitled to
receive shall be sent to the Directors and to the Auditors for the time being of
the Company.
<PAGE>
(b) Clause 37 in Table A shall be read and construed as if the last
sentence were omitted therefrom.
(c) No business shall be transacted at any General Meeting unless a quorum
is present. Subject to paragraph (d) below two persons entitled to vote upon the
business to be transacted, each being a Member or a proxy for a Member or a duly
authorised representative of a corporation, shall be a quorum.
(d) If and for so long as the Company has only one Member, that Member
present in person or by proxy or if that Member is a corporation by a duly
authorised representative shall be a quorum.
(e) If a quorum is not present within half an hour from the time appointed
for a General Meeting the General Meeting shall stand adjourned to the same day
in the next week at the same time and place or to such other day and at such
other time and place as the Directors may determine; and if at the adjourned
General Meeting a quorum is not present within half an hour from the time
appointed therefor such adjourned General Meeting shall be dissolved.
(f) Clauses 40 and 41 in Table A shall not apply to the Company.
6. (a) If and for so long as the Company has only one Member and that Member
takes any decision which is required to be taken in General Meeting or by means
of a written resolution, that decision shall be as valid and effectual as if
agreed by the Company in General Meeting save that this paragraph shall not
apply to resolutions passed pursuant to Sections 303 and 391 of the Act.
(b) Any decision taken by a sole Member pursuant to paragraph (a) above
shall be recorded in writing and delivered by that Member to the Company for
entry in the Company's Minute Book.
7. Clause 62 in Table A shall be read and construed as if the words "within
the United Kingdom" were omitted therefrom.
APPOINTMENT OF DIRECTORS
8. (a) Clause 64 in Table A shall not apply to the Company.
(b) The maximum number and minimum number respectively of the Directors may
be determined from time to time by Ordinary Resolution in General Meeting of the
Company. Subject to and in default of any such determination there shall be no
maximum number of Directors and the minimum number of Directors shall be one.
Whensoever the minimum number of the Directors shall be one, a sole Director
shall have authority to exercise all the powers and discretions by Table A and
by these Articles expressed to be vested in the Directors generally, and Clause
89 in Table A shall be modified accordingly.
(c) The Directors shall not be required to retire by rotation and Clauses
73 to 80 (inclusive) in Table A shall not apply to the Company.
<PAGE>
(d) No person shall be appointed a Director at any General Meeting unless
either:-
(i) he is recommended by the Directors; or
(ii) not less than fourteen nor more than thirty-five clear days
before the date appointed for the General Meeting, notice signed by a
Member qualified to vote at the General Meeting has been given to the
Company of the intention to propose that person for appointment, together
with notice signed by that person of his willingness to be appointed.
(e) Subject to paragraph (d) above, the Company may by Ordinary Resolution
in General Meeting appoint any person who is willing to act to be a Director,
either to fill a vacancy or as an additional Director.
(f) The Directors may appoint a person who is willing to act to be a
Director, either to fill a vacancy or as an additional Director, provided that
the appointment does not cause the number of Directors to exceed any number
determined in accordance with paragraph (b) above as the maximum number of
Directors and for the time being in force.
(g) In any case where as the result of the death of a sole Member of the
Company the Company has no Members and no Directors the personal representatives
of such deceased Member shall have the right by notice in writing to appoint a
person to be a Director of the Company and such appointment shall be as
effective as if made by the Company in General Meeting pursuant to paragraph (e)
of this Article.
9. (a) Notwithstanding any other provisions of these Articles, for so long as
the Company is a subsidiary company, its holding company may appoint any person
to be a Director or remove any Director from office howsoever appointed. Every
appointment or removal of a Director under the powers conferred upon a holding
company by this paragraph shall be made by instrument in writing and signed by a
Director or the Secretary of such holding company and such instrument shall only
take effect on the service thereof at the registered office of the Company.
Every such instrument shall be annexed to the Directors' Minute Book as soon as
practicable after such service.
(b) If the Company has more than one holding company then for the purpose
of these Articles references to its holding company shall be read and construed
as references to its immediate holding company.
DIRECTORS' POWERS
10. The Directors may exercise the powers of the Company to make an election
pursuant to Sections 246A and 246B of the Taxes Act 1988 (as amended by Schedule
16 of the Finance Act 1994) in respect of a foreign income dividend paid or to
be paid by the Company in cash.
11. (a) No meetings of the Directors or of any committee thereof shall be held
in, nor shall any of the powers of the Directors be exercised in, nor shall the
<PAGE>
effective management of the Company be exercised in, any country which has a
double taxation treaty with the United Kingdom. The provisions of this Article
shall take precedence over any other provisions of these Articles.
(b) Clause 70 in Table A shall be modified in accordance with the
provisions of paragraph (a) above.
BORROWING POWERS
12. Subject always to the provisions of Article 11 above the Directors may
exercise all the powers of the Company to borrow money without limit as to
amount and upon such terms and in such manner as they think fit, and subject (in
the case of any security convertible into shares) to Section 80 of the Act to
grant any mortgage, charge or standard security over its undertaking, property
and uncalled capital, or any part thereof, and to issue debentures, debenture
stock, and other securities whether outright or as security for any debt,
liability or obligation of the Company or of any third party.
ALTERNATE DIRECTORS
13. (a) An alternate Director shall not be entitled as such to receive any
remuneration from the Company, save that he may be paid by the Company such part
(if any) of the remuneration otherwise payable to his appointor as such
appointor may by notice in writing to the Company from time to time direct, and
the first sentence of Clause 66 in Table A shall be modified accordingly.
(b) A Director, or any such other person as is mentioned in Clause 65 in
Table A, may act as an alternate Director to represent more than one Director,
and an alternate Director shall be entitled at any meeting of the Directors or
of any committee of the Directors to one vote for every Director whom he
represents in addition to his own vote (if any) as a Director, but he shall
count as only one for the purpose of determining whether a quorum is present.
(c) Clause 66 in Table A shall be read and construed as if the last
sentence were omitted therefrom.
GRATUITIES AND PENSIONS
14. (a) The Directors may exercise the powers of the Company conferred by
Clause 3(t) of the Memorandum of Association of the Company and shall be
entitled to retain any benefits received by them or any of them by reason of the
exercise of any such powers.
(b) Clause 87 in Table A shall not apply to the Company.
PROCEEDINGS OF DIRECTORS
15. (a) Clause 88 in Table A shall be read and construed as if the third
sentence were omitted therefrom.
<PAGE>
(b) A Director may vote, at any meeting of the Directors or of any
committee of the Directors, on any resolution, notwithstanding that it in any
way concerns or relates to a matter in which he has, directly or indirectly, any
kind of interest whatsoever, and if he shall vote on any such resolution as
aforesaid his vote shall be counted; and in relation to any such resolution as
aforesaid he shall (whether or not he shall vote on the same) be taken into
account in calculating the quorum present at the meeting.
(c) Clauses 94 to 97 (inclusive) in Table A shall not apply to the Company.
16. (a) For the purpose of these Articles the contemporaneous linking together
by telephone or other means of communication of a number of the Directors not
less than the quorum provided in Clause 89 in Table A, whether or not any one or
more of the Directors is out of the United Kingdom, shall be deemed to
constitute a meeting of the Directors and all the provisions of these Articles
as to meetings of the Directors shall apply to such meetings so long as
following conditions of this Article are met.
(b) All the Directors for the time being entitled to receive notice of a
meeting of the Directors (including any alternate for any Director for the time
being unable to act as Director or absent from the United Kingdom) shall be
entitled to notice of a meeting by telephone or other means of communication and
to be linked by telephone or such other means for the purposes of such meeting.
Notice of any such meeting may be given on the telephone or other means of
communication.
(c) Each of the Directors taking part in the meeting by telephone or other
means of communication must throughout the meeting be able to hear each of the
other Directors taking part.
(d) At the commencement of the meeting each Director must acknowledge his
presence for the purpose of a meeting of the Directors of the Company to all the
other Directors taking part.
(c) A Director may not leave the meeting by disconnecting his telephone or
other means of communication unless he has previously obtained the express
consent of the Chairman of the meeting and a Director shall be conclusively
presumed to have been present and to have formed part of the quorum at all times
during the meeting by telephone or other means of communication unless he has
previously obtained the express consent of the Chairman of the meeting to leave
the meeting as aforesaid.
(f) A minute of the proceedings of such a meeting by telephone or other
means of communication shall be sufficient evidence of such proceedings and of
the observance of all necessary formalities if certified as a correct minute by
the Chairman of the meeting.
<PAGE>
THE SEAL
17. (a) If the Company has a seal it shall only be used with the authority of
the Directors or of a committee of Directors. The Directors may determine who
shall sign any instrument to which the seal is affixed and unless otherwise so
determined it shall be signed by a Director and by the Secretary or second
Director. The obligation under Clause 6 in Table A relating to the sealing of
share certificates shall apply only if the Company has a seal. Clause 101 in
Table A shall not apply to the Company.
(b) The Company may exercise the powers conferred by Section 39 of the Act
with regard to having an official seal for use abroad, and such powers shall be
vested in the Directors.
NOTICES
18. (a) A notice may be given by the Company to any Member or other persons
entitled to a share in consequence of the death or bankruptcy of a Member by
post or by telegraphic or telex or facsimile communication. Clauses 112 and 116
in Table A shall be modified accordingly.
(b) Clause 112 in Table A shall be read and construed as if the last
sentence were omitted therefrom.
(c) A notice given by post shall be deemed to be given at the expiration of
96 hours after the envelope containing it was posted and a notice given by
telegraphic or telex or facsimile communication shall be deemed to be given at
the expiration of 24 hours after despatch of the communication. Clause 115 in
Table A shall be modified accordingly.
(d) Clause 116 in Table A shall be read and construed as if the words
"within the United Kingdom" were omitted therefrom.
INDEMNITY
19. (a) Every Director or other officer or Auditor of the Company shall be
indemnified out of the assets of the Company against all losses or liabilities
which he may sustain or incur in or about the execution of the duties of his
office or otherwise in relation thereto, including any liability incurred by him
in defending any proceedings, whether civil or criminal, or in connection with
any application under Section 144 or Section 727 of the Act in which relief is
granted to him by the Court, and no Director or other officer shall be liable
for any loss, damage or misfortune which may happen to or be incurred by the
Company in the execution of the duties of his office or in relation thereto. But
this Article shall only have effect in so far as its provisions are not avoided
by Section 310 of the Act.
(b) The Directors shall have power to purchase and maintain for any
Director, officer or Auditor of the Company insurance against any such liability
as is referred to in Section 310(1) of the Act.
(c) Clause 118 in Table A shall not apply to the Company.
<PAGE>
TRANSFER OF SHARES
20. (a) The Directors shall refuse to register the transfer or transmission of
any share, whether or not it is fully paid, if such transfer or transmission
would result in the Company ceasing to be an international headquarters company
as defined in Section 246S of the Taxes Act 1988 (as amended by Schedule 16 of
the Finance Act 1994).
(b) Save where the provisions of paragraph (a) above apply, the Directors
may, in their absolute discretion and without assigning any reason therefor,
decline to register the transfer or transmission of a share, whether or not it
is a fully paid share.
(c) Clauses 24 and 29 to 31 (inclusive) in Table A shall be modified
accordingly.
<PAGE>
WE, the subscribers to this Memorandum of Association, wish to be formed into a
Company pursuant to this Memorandum; and we agree to take the number of shares
shown opposite our respective names.
- --------------------------------------------------------------------------------
Names and addresses of Subscribers Number of shares taken
by each Subscriber
- --------------------------------------------------------------------------------
1. For and on behalf of One
Fort Street Nominees Limited
Celtic House
Victoria Street, Douglas
Isle of Man. IM1 2SJ
2. For and on behalf of One
Jordan Nominees (I.O.M.) Limited
Celtic House
Victoria Street, Douglas
Isle of Man. IM1 2SJ
- --------------------------------------------------------------------------------
Dated the 13th day of February, 1997
Witness to the above Signatures:- Marcell Phillips
Celtic House, Victoria Street,
Douglas, Isle of Man. IM1 2SJ
<PAGE>
The regulations of Table A to the Companies Act 1985 apply to the Company save
in so far as they are not excluded or varied by its Articles of Association.
Table A as prescribed by the Companies (Tables A to F) Regulations 1985 (S.I.
1985 No. 805), amended by the Companies (Tables A to F) (Amendment) Regulations
1985 (S.I. 1985 No. 1052), is reprinted below.
Table A THE COMPANIES ACT 1985
Regulations for Management of a Company Limited by Shares
INTERPRETATION
1. In these regulations -
'the Act' means the Companies Act 1985 including any statutory modification or
re-enactment thereof for the time being in force.
'the articles' means the articles of the company.
'clear days' in relation to the period of a notice means that period excluding
the day when the notice is given or deemed to be given and the day for which it
is given or on which it is to take effect.
'executed' includes any mode of execution.
'office' means the registered office of the company.
'the holder' in relation to shares means the member whose name is entered in the
register of members as the holder of the shares.
'the seal' means the common seal of the company.
'secretary' means the secretary of the company or any other person appointed to
perform the duties of the secretary of the company, including a joint, assistant
or deputy secretary.
'the United Kingdom' means Great Britain and Northern Ireland.
Unless the context otherwise requires, words or expressions contained in these
regulations bear the same meaning as in the Act but excluding any statutory
modification thereof not in force when these regulations become binding on the
company.
SHARE CAPITAL
2. Subject to the provisions of the Act and without prejudice to any rights
attached to any existing shares, any share may be issued with such rights or
restrictions as the company may by ordinary resolution determine.
3. Subject to the provisions of the Act, shares may be issued which are to be
redeemed or are to be liable to be redeemed at the option of the company or the
holder on such terms and in such manner as may be provided by the articles.
4. The company may exercise the powers of paying commissions conferred by the
Act. Subject to the provisions of the Act, any such commission may be satisfied
by the payment of cash or by the allotment of fully or partly paid shares or
partly in one way and partly in the other.
5. Except as required by law, no person shall be recognised by the company as
holding any share upon any trust and (except as otherwise provided by the
articles or by law) the company shall not be bound by or recognise any interest
in any share except an absolute right to the entirety thereof in the holder.
SHARES CERTIFICATES
6. Every member, upon becoming the holder of any shares, shall be entitled
without payment to one certificate for all the shares of each class held by him
(and, upon transferring a part of his holding of shares of any class, to a
certificate for the balance of such holding) or several certificates each for
one or more of his shares upon payment for every certificate after the first of
such reasonable sum as the directors may determine. Every certificate shall be
sealed with the seal and shall specify the number, class and distinguishing
numbers (if any) of the shares to which it relates and the amount or respective
amounts paid up thereon. The company shall not be bound to issue more than one
certificate for shares held jointly by several persons and delivery of a
certificate to one joint holder shall be a sufficient delivery to all of them.
7. If a share certificate is defaced, worn-out, lost or destroyed, it may be
renewed on such terms (if any) as to evidence and indemnity and payment of the
expenses reasonably incurred by the company in investigating evidence as the
directors may determine but otherwise free of charge, and (in the case of
defacement or wearing-out) on delivery up of the old certificate.
LIEN
8. The company shall have a first and paramount lien on every share (not being a
fully paid share) for all moneys (whether presently payable or not) payable at a
fixed time or called in respect of that share. The directors may at any time
declare any share to be wholly or in part exempt from the provisions of this
regulation. The company's lien on a share shall extend to any amount payable in
respect of it.
9. The company may sell in such manner as the directors determine any shares on
which the company has a lien if a sum in respect of which the lien exists is
presently payable and is not paid within fourteen clear days after notice has
been given to the holder of the share or to the person entitled to it in
consequence of the death or bankruptcy of the holder, demanding payment and
stating that if the notice is not complied with the shares may be sold.
10. To give effect to a sale the directors may authorise some person to execute
an instrument of transfer of the shares sold to, or in accordance with the
directions of, the purchaser. The title of the transferee to the shares shall
not be affected by any irregularity in or invalidity of the proceedings in
reference to the sale.
11. The net proceeds of the sale, after payment of the costs, shall be applied
in payment of so much of the sum for which the lien exists as is presently
payable, and any residue shall (upon surrender to the company for cancellation
of the certificate for the shares sold and subject to a like lien for any moneys
not presently payable as existed upon the shares before the sale) be paid to the
person entitled to the shares at the date of the sale.
CALLS ON SHARES AND FORFEITURE
12. Subject to the terms of allotment, the directors may make calls upon the
members in respect of any moneys unpaid on their shares (whether in respect of
nominal value or premium) and each member shall (subject to receiving at least
fourteen clear days' notice specifying when and where payment is to be made) pay
to the company as required by the notice the amount called on his shares. A call
may be required to be paid by installments. A call may, before receipt by the
company of any sum due thereunder, be revoked in whole or part and payment of a
call may be postponed in whole or part. A person upon whom a call is made shall
remain liable for calls made upon him notwithstanding the subsequent transfer of
the shares in respect whereof the call was made.
13. A call shall be deemed to have been made at the time when the resolution of
the directors authorising the call was passed.
14. The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.
15. If a call remains unpaid after it has become due and payable the person from
whom it is due and payable shall pay interest on the amount unpaid from the day
it became due and payable until it is paid at the rate fixed by the terms of
allotment of the share or in the notice of the call, or if no rate is fixed, at
the appropriate rate (as defined by the Act) but the directors may waive payment
of the interest wholly or in part.
16. An amount payable in respect of a share on allotment or at any fixed date,
whether in respect of nominal value or premium or as an installment of a call,
shall be deemed to be a call and if it is not paid the provisions of the
articles shall apply as if that amount had become due and payable by virtue of a
call.
17. Subject to the terms of allotment, the directors may make arrangements on
the issue of shares for a difference between the holders in the amounts and
times of payment of call on their shares.
18. If a call remains unpaid after it has become due and payable the directors
may give to the person from whom it is due not less than fourteen clear days'
notice requiring payment of the amount unpaid together with any interest which
may have accrued. The notice shall name the place where payment is to be made
and shall state that if the notice is not complied with the shares in respect of
which the call was made will be liable to be forfeited.
19. If the notice is not complied with any share in respect of which it was
given may, before the payment required by the notice has bee made, be forfeited
by a resolution of the directors and the forfeiture shall include all dividends
or other moneys payable in respect of the forfeited shares and not paid before
the forfeiture.
20. Subject to the provisions of the act, a forfeited share may be sold,
re-allotted or otherwise disposed of on such terms and in such manner as the
directors determine either to the person who was before the forfeiture the
holder or to any other person and at any time before sale, re-allotment or other
disposition, the forfeiture may be cancelled on such terms as the directors
think fit. Where for the purposes of its disposal a forfeited share is to be
transferred to any person the directors may authorise some person to execute an
instrument of transfer of the share to that person.
21. A person any of whose shares have been forfeited shall cease to be a member
in respect of them and shall surrender to the company for cancellation the
certificate for the shares forfeited but shall remain liable to the company for
all moneys which at the date of forfeiture were presently payable by him to the
company in respect of those shares with interest at the rate at which interest
was payable on those moneys before the forfeiture or, if no interest was so
payable, at the appropriate rate (as defined in the Act) from the date of
forfeiture until payment but the directors may waive payment wholly or in part
or enforce payment without any allowance for the value of the shares at the time
of forfeiture or for any consideration received on their disposal.
22. A statutory declaration by a director or the secretary that a share has been
forfeited on a specified date shall be conclusive evidence of the facts stated
in it as against all person claiming to be entitled to the share and the
declaration shall (subject to the execution of an instrument of transfer if
necessary) constitute a good title to the share and the person to whom the share
is disposed of shall not be bound to see to the application of the
consideration, if any, nor shall his title to the share be affected by an
irregularity in or invalidity of the proceedings in reference to the forfeiture
or disposal of the share.
TRANSFER OF SHARES
23. The instrument of transfer of a share may be in any usual form or in any
other form which the directors may approve and shall be executed by or on behalf
of the transferor and, unless the share is fully paid, by or on behalf of the
transferee.
24. The directors may refuse to register the transfer of a share which is not
fully paid to a person of whom they do not approve and they may refuse to
register the transfer of a share on which the company has a lien. They may also
refuse to register a transfer unless:-
(a) it is lodged at the office or at such other place as the directors may
appoint and is accompanied by the certificate for the shares to which it relates
and such other evidence as the directors may reasonably require to show the
right of the transferor to make the transfer.
(b) It is in respect of only one class of shares; and
(c) It is in favour of not more than four transferees.
25. If the directors refuse to register a transfer of a share, they shall within
two months after the date on which the transfer was lodged with the company send
to the transferee notice of the refusal.
26. The registration of transfers of shares or of transfers of any class of
shares may be suspended at such times and for such periods (not exceeding thirty
days in any year) as the directors may determine.
27. No fee shall be charged for the registration of any instrument of transfer
or other document relating to or affecting the title to any share.
28. The company shall be entitled to retain any instrument of transfer which is
registered, but any instrument of transfer which the directors refuse to
register shall be returned to the person lodging it when notice of the refusal
is given.
TRANSMISSION OF SHARES
29. If a member dies the survivor or survivors where he was a joint holder, and
his personal representatives where he was a sole holder or the only survivor of
joint holders, shall be the only persons recognised by the company as having any
title to his interest; but nothing herein contained shall release the estate of
a deceased member from any liability in respect of any share which had been
jointly held by him.
<PAGE>
30. A person becoming entitled to a share in consequence of the death or
bankruptcy of a member may, upon such evidence being produced as the directors
may properly require, elect either to become the holder of the share or to have
some person nominated by him registered as the transferee. If he elects to
become the holder he shall give notice to the company to that effect. If he
elects to have another person registered he shall execute an instrument of
transfer of the share to that person. All the articles relating to the transfer
of shares shall apply to the notice or instrument of transfer as if it were an
instrument of transfer executed by the member and the death or bankruptcy of the
member has not occurred.
31. A person becoming entitled to a share in consequence of the death or
bankruptcy of a member shall have the rights to which he would be entitled if he
were the holder of the share, except that he shall not, before being registered
as the holder of the share, be entitled in respect of it to attend or vote at
any meeting of the company or at any separate meeting of the holders of any
class of shares in the company.
ALTERATION OF SHARE CAPITAL
32. The company may by ordinary resolution:-
(a) increase its share capital by new shares of such amount as the
resolution prescribes;
(b) consolidate and divide all or any of its share capital into shares of
larger amount than its existing shares;
(c) subject to the provisions of the Act, sub-divide its shares, or any of
them, into shares of smaller amount and the resolution may determine that, as
between the shares resulting from the sub-division, any of them may have any
preference or advantage as compared with the others; and
(d) cancel shares which, at the date of the passing of the resolution, have
not been taken or agreed to be taken by any person and diminish the amount of
its share capital by the amount of the shares so cancelled.
33. Whenever as a result of a consolidation of shares any members would become
entitled to fractions of a share, the directors may, on behalf of those members,
sell the shares representing the fractions for the best price reasonably
obtainable to any person (including, subject to the provisions of the Act, the
company) and distribute the net proceeds of sale in due proportion among those
members, and the directors may authorise some person to execute an instrument of
transfer of the shares to, or in accordance with the direction of, the
purchaser. The transferee shall not be bound to see to the application of the
purchase money nor shall his title to the shares be affected by any irregularity
in or invalidity of the proceedings in reference to the sale.
34. Subject to the provisions of the Act, the company may by special resolution
reduce its share capital, any capital redemption reserve and any share premium
account in any way.
PURCHASE OF OWN SHARES
35. Subject to the provisions of the Act, the company may purchase its own
shares (including any redeemable shares) and, if it is a private company, make a
payment in respect of the redemption or purchase of its own shares otherwise
than out of distributable profits of the company or the proceeds of a fresh
issue of shares.
GENERAL MEETINGS
36. All general meetings other than annual general meetings shall be called
extraordinary general meetings.
37. The directors may call general meetings and, on the requisition of members
pursuant to the provisions of the Act, shall forthwith proceed to convene an
extraordinary general meeting for a date not later than eight weeks after
receipt of the requisition. If there are not within the United Kingdom
sufficient directors to call a general meeting, any director or any member of
the company may call a general meeting.
NOTICE OF GENERAL MEETINGS
38. An annual general meeting and an extraordinary general meeting called for
the passing of a special resolution or a resolution appointing a person as a
director shall be called by at least twenty-one clear days' notice. All other
extraordinary general meetings shall be called by at least fourteen clear days'
notice but a general meeting may be called by shorter notice if it is so
agreed:-
(a) in the case of an annual general meeting, by all the members entitled
to attend and vote thereat; and
(b) in the case of any other meeting by a majority in number of the members
having a right to attend and vote being a majority together holding not less
than ninety-five per cent, in nominal value of the shares giving that right.
The notice shall specify the time and place of the meeting and the general
nature of the business to be transacted and, in the case of an annual general
meeting, shall specify the meeting as such. Subject to the provision of the
articles and to any restrictions imposed on any share, the notice shall be given
to all the members, to all persons entitled to a share in consequence of the
death or bankruptcy of a member and to the directors and auditors.
39. The accidental omisson to give notice of a meeting to, or the non-receipt of
notice of a meeting by, any person entitled to receive notice shall not
invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
40. No business shall be transacted at any meeting unless a quorum is present.
Two persons entitled to vote upon the business to be transacted, each being a
member or a proxy for a member or a duly authorised representative of a
corporation, shall be a quorum.
41. If such a quorum is not present within half an hour from the time appointed
for the meeting, or if during a meeting such a quorum ceases to be present, the
meeting shall stand adjourned to the same day in the next week at the same time
and place or to such time and place as the directors may determine.
42. The chairman, if any, of the board of directors or in his absence some other
director nominated by the directors shall preside as chairman of the meeting,
but if neither the chairman nor such other director (if any) be present within
fifteen minutes after the time appointed for holding the meeting and willing to
act, the directors present shall elect one of their number to be chairman and,
if there is only one director present and willing to act, he shall be chairman.
43. If no director is willing to act as chairman, or if no director is present
within fifteen minutes after the time appointed for holding the meeting, the
members present and entitled to vote shall choose one of their number to be
chairman.
44. A director shall, notwithstanding that he is not a member, be entitled to
attend and speak at any general meeting and at any separate meeting of the
holders of any class of shares in the company.
45. The chairman may, with the consent of a meeting at which a quorum is present
(and shall if so directed by the meeting), adjourn the meeting from time to time
and from place to place, but no business shall be transacted at an adjourned
meeting other than business which might properly have been transacted at the
meeting had the adjournment not taken place. When a meeting is adjourned for
fourteen days or more, at least seven clear days' notice shall be given
specifying the time and place of the adjourned meeting and the general nature of
the business to be transacted. Otherwise it shall not be necessary to give any
such notice.
46. A resolution put to the vote of a meeting shall be decided on a show of
hands unless before, or on the declaration of the result of, the show of hands a
poll is duly demanded. Subject to the provision of the Act, a poll my be
demanded:-
(a) by the chairman; or
(b) by at least two members having the right to vote at the meeting; or
(c) by a member or members representing not less than one-tenth of the
total voting rights of all the members having the right to vote at the meeting;
or
(d) by a member or members holding shares conferring a right to vote at the
meeting being shares on which an aggregate sum has been paid up equal to not
less than one-tenth of the total sum paid up on all the shares conferring that
right;
and a demand by a person as proxy for a member shall be the same as a demand by
the member.
47. Unless a poll is duly demanded a declaration by the chairman that a
resolution has been carried or carried unanimously, or by a particular majority,
or lost, or not carried by a particular majority and an entry to that effect in
the minutes of the meeting shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against
the resolution.
48. The demand for a poll may, before the poll is taken, be withdrawn but only
with the consent of the chairman and a demand so withdrawn shall not be taken to
have invalidated the result of a show of hands declared before the demand was
made.
49. A poll shall be taken as the chairman directs and he may appoint scrutineers
(who need not be members) and fix a time and place for declaring the result of
the poll. The result of the poll shall be deemed to be the resolution of the
meeting at which the poll was demanded.
50. In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman shall be entitled to a casting vote in addition to any other
vote he may have.
51. A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question
shall be taken either forthwith or at such time and place as the chairman
directs not being more than thirty days after the poll is demanded. The demand
for a poll shall not prevent the continuance of a meeting for the transaction of
any business other than the question on which the poll was demanded. If a poll
is demanded before the declaration of the result of a show of hands and the
demand is duly withdrawn, the meeting shall continue as if the demand had not
been made.
52. No notice need be given of a poll not taken forthwith if the time and place
at which it is to be taken are announced at the meeting at which it is demanded.
In any other case at least seven clear days' notice shall be given specifying
the time and place at which the poll is to be taken.
53. A resolution in writing executed by or on behalf of each member who would
have been entitled to vote upon it if it had been proposed at a general meeting
at which he was present shall be as effectual as if it had been passed at a
general meeting duly convened and held and may consist of several instruments in
the like form each executed by or on behalf of one or more members.
VOTES OF MEMBERS
54. Subject to any rights or restrictions attached to any shares, on a show of
hands every member who (being an individual) is present in person or (being a
corporation) is present by a duly authorised representative, not being himself a
member entitled to vote, shall have one vote and on a poll every member shall
have one vote for every share of which he is the holder.
55. In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy, shall be accepted to the exclusion of the votes
of the other joint holders; and seniority shall be determined by the order in
which the names of the holders stand in the register of members.
56. A member in respect of whom an order has been made by an court having
jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning
mental disorder may vote, whether on a show of hands or on a poll, by his
receiver, curator bonis or other person authorised in that behalf appointed by
that court, and any such receiver, curator bonis or other person may, on a poll,
vote by proxy. Evidence to the satisfaction of the directors of the authority of
the person claiming to exercise the right to vote shall be deposited at the
office, or at such other place as is specified in accordance with articles for
the deposit of instruments of proxy, not less than 48 hours before the time
appointed for holding the meeting or adjourned meeting at which the right to
vote is to be exercised and in default the right to vote shall not be
exercisable.
57. No member shall vote at any general meeting or at any separate meeting of
the holders of any class of shares in the company, either in person or by proxy,
in respect of any share held by him unless all moneys presently payable by him
in respect of that share have been paid.
58. No objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting at which the vote objected to is tendered, and
every vote not disallowed at the meeting shall be valid. Any objection made in
due time shall be referred to the chairman whose decision shall be final and
conclusive.
59. On a poll votes may be given either personally or by proxy. A member may
appoint more than one proxy to attend on the same occasion.
60. An instrument appointing a proxy shall be in writing, executed by or on
behalf of the appointor and shall be in the following form (or in a form as near
thereto as circumstances allow or in any other form which is usual or which the
directors may approve):-
PLC/Limited
I/We, ________________________________________,of _____________________, being a
member/members of the above-named company, hereby appoint ___________________ of
______________________, or failing him,____________________of ______________, as
my/our proxy to vote in my/our name(s) and on my/our behalf at the annual/
extraordinary general meeting of the company to be held_________________________
on _____________________________ 19___, and at any adjournment thereof.
Signed on____________________________________________________________ 19___
61. Where it is desired to afford members an opportunity of instructing the
proxy how he shall act the instrument appointing a proxy shall be in the
following form (or in a form as near thereto as circumstances allow or in any
other form which is usual or which the directors may approve):-
PLC/Limited
I/We, ________________________________________,of _____________________, being a
member/members of the above-named company, hereby appoint ___________________ of
______________________, or failing him,____________________of ______________, as
my/our proxy to vote in my/our name(s) and on my/our behalf at the annual/
extraordinary general meeting of the company to be held on
_____________________________ 19___, and at any adjournment thereof.
This form is to be used in respect of the resolutions mentioned below as
follows:
Resolution No. 1 'for' against
Resolution No. 2 'for' against
*Strike out whichever is not desired.
Unless otherwise instructed, the proxy vote as he thinks fit or abstain from
voting.
Signed this __________________________ day of __________________________ 19___
62. The instrument appointing a proxy and any authority under which it is
executed or a copy of such authority certified notarially or in some other way
<PAGE>
Approved by the directors may: -
(a) be deposited at the office or at such other place within the United
Kingdom as is specified in the notice convening the meeting or in any instrument
of proxy sent out by the company in relation to the meeting not less than 48
hours before the time for holding the meeting or adjourned meeting at which the
person named in the instrument proposes to vote; or
(b) in the case of a poll taken more than 48 hours after it is demanded, be
deposited as aforesaid after the poll has been demanded and not less than 24
hours before the time appointed for the taking of the poll; or
(c) where the poll is not taken forthwith but is taken not more than 48
hours after it was demanded, be delivered at the meeting at which the poll was
demanded to the chairman or to the secretary or to any director; And an
instrument of proxy which is not deposited or delivered in a manner so permitted
shall be invalid.
63. A vote given or poll demanded by proxy or by the duly authorized
representative of a corporation shall be valid notwithstanding the previous
determination of the authority of the person voting or demanding a poll unless
notice of the determination was received by the company at the office or at such
other place at which the instrument of proxy was duly deposited before the
commencement of the meeting or adjourned meeting at which the vote is given or
the poll demanded or (in the case of a poll taken otherwise than on the same day
as the meeting or adjourned meeting) the time appointed for taking the poll.
NUMBER OF DIRECTORS
64. Unless otherwise determined by ordinary resolution, the number of directors
(other than alternate directors) shall not be subject to any maximum but shall
not be less than two.
ALTERNATE DIRECTORS
65. Any director (other than an alternate director) may appoint any other
director, or any other person approved by resolution of the directors and
willing to act, to be an alternate director and may remove from office an
alternate director so appointed by him.
66. An alternate director shall be entitled to receive notice of all meetings of
directors and of all meetings of committees of directors of which his appointor
is a member, to attend and vote at any such meeting at which the director
appointing him is not personally present, and generally to perform all the
functions of his appointor as a director in his absence but shall not be
entitled to receive any remuneration from the company for his services as an
alternate director. But is shall not be necessary to give notice of such a
meeting to an alternate director who is absent from the United Kingdom.
67. An alternate director shall cease to be an alternate director if his
appointor ceases to be a director; but, if a director retires by rotation or
otherwise but is reappointed or deemed to have been reappointed at the meeting
at which he retires, any appointment of an alternate director made by him which
was in force immediately prior to his retirement shall continue after his
reappointment.
68. Any appointment or removal of an alternate director shall be by notice to
the company signed by the director making or revoking the appointment or in any
other manner approved by the directors.
69. Save as otherwise provided in the articles, an alternate director shall be
deemed for all purposes to be a director and shall not be deemed to be the agent
of the director appointing him.
POWERS OF DIRECTORS
70. Subject to the provisions of the Act, the memorandum and the articles and to
any directions given by special resolution, the business of the company shall be
managed by the directors who may exercise all the powers of the company. No
alteration of the memorandum or articles and no such direction shall invalidate
any prior act of the directors which would have been valid if that alternation
had not been made or that direction had not been given. The powers given by this
regulation shall not be limited by any special power given to the directors by
the articles and a meeting of directors at which a quorum is present may
exercise all powers exercisable by the directors.
71. The directors may, by power of attorney or otherwise, appoint any person to
be the agent of the company for such purposes and on such conditions as they
determine, including authority for the agent to delegate all or any of its
powers.
DELEGATION OF DIRECTORS' POWERS
72. The directors may delegate any of their powers to any committee consisting
of one or more directors. They may also delegate to any managing director or any
director holding any other executive office such of their powers as they
consider desirable to be exercised by him. Any such delegation may be made
subject to any conditions the directors may impose, and either collaterally with
or to the exclusion of their own powers may be revoked or altered. Subject to
any such conditions, the proceedings of a committee with two or more members
shall be governed by the articles regulating the proceedings of directors as far
as they are capable of applying.
APPOINTMENT AND RETIREMENT OF DIRECTORS
73. At the first annual general meeting all the directors shall retire from
office, and at every subsequent annual general meeting, one-third of the
directors who are subject to retirement by rotation, or, if their number is not
three or a multiple of three, the number nearest to one-third shall retire from
office; but, if there is only one director who is subject to retirement by
rotation, he shall retire.
74. Subject to the provisions of the Act, the directors to retire by rotation
shall be those who have been longest in office since their last appointment or
reappointment, but as between persons who became or were last appointed or
reappointment, but as between persons who became or were last reappointed
directors on the same day, those to retire shall (unless they otherwise agree
among themselves) be determined by lot.
75. If the company, at the meeting at which a director retires by rotation, does
not fill the vacancy the retiring director shall, if willing to act, be deemed
to have been reappointed unless at the meeting it is resolved not to fill the
vacancy or unless a resolution for the reappointment of the director is put to
the meeting and lost.
76. No person other than a director retiring by rotation shall be appointed or
reappointed a director at any general meeting unless: -
(a) he is recommended by directors; or
(b) not less than fourteen nor more than thirty-five clear days before the
date appointed for the meeting, notice executed by a member qualified to
vote at the meeting has been given to the company of the intention to
propose that person for appointment or reappointment stating the
particulars which would, if he were so appointed or reappointed, be
required to be included in the company's register of directors together
with notice executed by that person of his willingness to be appointed or
reappointed.
77. Not less than seven nor more than twenty-eight clear days before the date
appointed for holding a general meeting notice shall be given to all who are
entitled to receive notice of the meeting of any person (other than a director
retiring by rotation at the meeting) who is recommended by the directors for
appointment or reappointment as a director at the meeting or in respect of whom
notice has been duly given the company of the intention to propose him at the
meeting for appointment or reappointment as a director. The notice shall give
the particulars of that person which would, if he were so appointed or
reappointed, be required to be included in the company's register of directors.
78. Subject as aforesaid, the company may by ordinary resolution appoint a
person who is willing to act to be a director either to fill a vacancy or as an
additional director and may also determine the rotation in which any additional
directors are to retire.
79. The directors may appoint a person who is willing to act to be a director,
either to fill a vacancy or as an additional director, provided that the
appointment does not cause the number of directors to exceed any number used by
or in accordance with the articles as the maximum number of directors. A
director so appointed shall hold office only until the next following annual
general meeting and shall not be taken into account in determining the directors
who are to retire by rotation at the meeting. If not reappointed as such annual
general meeting, he shall vacate office at the conclusion thereof.
80. Subject as aforesaid, a director who retires at an annual general meeting
may, if willing to act, be reappointed. If he is not reappointed, he shall
retain office until the meeting appoints someone in his place, or if it does not
do so, until the end of the meeting.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
81. The office of a director shall be vacated if; -
(a) he ceases to be a director by virtue of any provision of the Act or he
becomes prohibited by law from being a director; or
(b) he becomes bankrupt or makes any arrangement or composition with his
creditors generally; or
(c) he is, or may be, suffering from mental disorder and either: -
(i) he is admitted to a hospital in pursuance of an application for
admission for treatment under the Mental Health Act 1983 or, in Scotland,
an application for admission under the Mental Health (Scotland) act 1960,
or
(ii) An order is made by a court having jurisdiction (whether in the
United Kingdom or elsewhere) in matters concerning mental disorder for his
detention or for the appointment of a receiver, curator bonis or other
person to exercise powers with respect to his property or affairs; or
(d) he resigns his job by notice to the company; or
(e) he shall for more than six consecutive months have been absent without
permission of the directors from meetings of directors held during that period
and the directors resolve that his office be vacated.
REMUNERATION OF DIRECTORS
82. The directors shall be entitled to such remuneration as the company may by
ordinary resolution determine and, unless the resolution provides otherwise, by
the remuneration shall be deemed to accrue from day to day.
DIRECTORS' EXPENSES
83. The directors may be paid all traveling, hotel, and other expenses properly
incurred by them, in connection with their attendance at meetings of directors
or committees of directors or general meetings or separate meetings of the
holders of any class of shares or of debentures of the company or otherwise in
connection with the discharge of their duties.
DIRECTORS' APPOINTMENTS AND INTERESTS
84. Subject to the provisions of the Act, the directors may appoint one or more
of their number to the office of managing director or to any other executive
office under the company and may enter into an agreement or arrangement with any
director for his employment by the company or for the provision by him of any
services outside the scope of the ordinary duties of a director. Any such
appointment, agreement or arrangement may be made upon such terms as the
directors determine and they may remunerate any such director for his services
as they think fit. Any appointment of a director to an executive office shall
terminate if he ceases to be director but without prejudice to any claim to
damages for breach of the contract of service between the director and the
company. A managing director and a director holding any other executive office
shall not be subject to retirement by rotation.
85. Subject to the provisions of the Act, and provided that he has disclosed to
the directors the nature and extend of any material interest of his, a director
notwithstanding his office: -
(a) may be a party to, or otherwise interested in, any transaction or
arrangement with the company or in which the company is otherwise interested;
(b) may be a director or other officer of, or employed by, or a party to
any transaction or arrangement with, or otherwise interested in, any body
corporate promoted by the company or in which the company is otherwise
interested; and
(c) shall not, by reason of his office, be accountable to the company for
any benefit which he derives from any such office or employment of from any such
transaction or arrangement or from any interest in any such body corporate and
no such transaction or arrangement shall be liable to be avoided on the ground
of any such interest or benefit.
86. For the purposes of regulation 85: -
(a) a general notice is given to the directors that a director is to be
regarded as having an interest of the nature and extent specified in the notice
in any transaction or arrangement in which a specified person or class of
persons is interested shall be deemed to be a disclosure that the director has
an interest in any such transaction of the nature and extent so specified; and
(b) an interest of which a director has no knowledge and of which it is
unreasonable to expect him to have knowledge shall not be treated as an interest
of his.
DIRECTORS' GRATUITIES AND PENSIONS
87. The directors may provide benefits, whether by the payment of gratuities or
pensions or by insurance or otherwise, for any director who has held but no
longer holds any executive office or employment with the company or with any
body corporate which is or has been a subsidiary of the company or a predecessor
in business of the company or of any such subsidiary, and for any member of his
family (including a spouse and a former spouse) or any person who is or was
dependent on him, and may (as well before as after he ceases to hold such office
or employment) contribute to any fund and pay premiums for the purchase or
provision of any such benefit.
PROCEEDINGS OF DIRECTORS
88. Subject to the provisions of the articles, the directors may regulate their
proceedings as they think fit. A director may, and the secretary at the request
of a director shall, call a meeting of the directors. It shall not be necessary
to give notice of a meeting to a director who is absent from the United Kingdom.
Questions arising at a meeting shall be decided by a majority of votes. In the
case of an equality of votes, the chairman shall have a second or casting vote.
A director who is also an alternate director shall be entitled in the absence of
his appointor to a separate vote on behalf of his appointor in addition to his
own vote.
89. The quorum for the transaction of the business of the directors may be fixed
by the directors and unless so fixed at any other number shall be two. A person
who holds office only as an alternate director shall, if his appointor is not
present, be counted in the quorum.
90. The continuing directors or a sole continuing director may act
notwithstanding any vacancies in their number, but, if the number of directors
is less than the number fixed as the quorum, the continuing directors or
director
<PAGE>
may act only for the purpose of filing vacancies or of calling a general
meeting.
91. The directors may appoint one of their number to be the chairman of the
board of directors and may at any time remove him from that office. Unless he is
unwilling to do so, the director so appointed shall preside at every meeting of
directors at which he is present. But if there is no director holding that
office, or if the director holding it is unwilling to preside or is not present
within five minutes after the time appointed for the meeting, the directors
present may appoint one of their number to be chairman of the meeting.
92. All acts done by a meeting of directors, or of a committee of directors, or
by a person acting as a director shall notwithstanding that it be afterwards
discovered that there was a defect in the appointment of any director or that
any of them were disqualified from holding office, or had vacated office, or
were not entitled to vote, be as valid as if every such person had been duly
appointed and was qualified and had continued to be a director and had been
entitled to vote.
93. A resolution in writing signed by all the directors entitled to receive
notice of a meeting of directors or of a committee of directors shall be as
valid and effectual as if it had been passed at a meeting of directors or (as
the case may be) a committee of directors duly convened and held and may consist
of several documents in the like form, each signed by one or more directors; but
a resolution signed by an alternate director need not also be signed by his
appointor and, if it is signed by a director who has appointed an alternate
director, it need not be signed by the alternate director in that capacity.
94. Save as otherwise provided by the articles, a director shall not vote at a
meeting of directors or of a committee of directors on any resolution concerning
a matter in which he has, directly or indirectly, an interest or duty which is
material and which conflicts or may conflict with the interests of the company
unless his interest or duty arises only because the case falls within one or
more of the following paragraphs: -
(a) the resolution relates to the giving to him of a guarantee, security,
or indemnity in respect of money lent or, or an obligation incurred by him for
the benefit of, the company or any of its subsidiaries;
(b) the resolution relates to the giving to a third party of a guarantee,
security, or indemnity in respect of an obligation of the company or any of its
subsidiaries for which the director has assumed responsibility in whole or part
and whether alone or jointly with others under a guarantee or indemnity or by
the giving of security;
(c) his interest arises by virtue of his subscribing or agreeing to
subscribe for any shares, debentures or other securities of the company or any
of its subsidiaries, or by virtue of his being, or intending to become, a
participant in the underwriting or sub-underwriting of an offer of any such
shares, the underwriting or sub-underwriting of an offer of any such shares,
debentures, or other securities by the company or any of its subsidiaries for
subscription, purchase or exchange;
(d) the resolution relates in any way to a retirement benefits scheme which
has been approved, or is conditional upon approval, by the Board of Inland
Revenue for taxation purposes.
For the purposes of this regulation, an interest of a person who is, for
any purpose of the Act (excluding any statutory modification thereof not in
force when this regulation becomes binding on the company), connected with a
director shall be treated as an interest of the director and, in relation to an
alternate director, an interest of his appointor shall be treated as an interest
of the alternate director without prejudice to any interest which the alternate
director has otherwise.
95. A director shall not be counted in the quorum present at a meeting in
relation to a resolution on which he is not entitled to vote.
96. The company may by ordinary resolution suspend or relax to any extent,
either generally or in respect of any particular matter, any provision of the
articles prohibiting a director from voting at a meeting of directors or of a
committee of directors.
97. Where proposals are under consideration concerning the appointment of two or
more directors to offices or employments with the company or any body corporate
in which the company is interested the proposals may be divided and considered
in relation to each director separately and (provided he is not for another
reason precluded from voting) each of the directors concerned shall be entitled
to vote and be counted in the quorum in respect of each resolution except that
concerning his own appointment.
98. If a question arises at a meeting of directors or of a committee of
directors as to the right of a director to vote, the question may, before the
conclusion of the meeting, be referred to the chairman of the meeting and his
ruling in relation to any director other than himself shall be final and
conclusive.
SECRETARY
99. Subject to the provisions of the Act, the secretary shall be appointed by
the directors for such term, at such remuneration and upon such conditions as
they may think fit; and any secretary so appointed may be removed by them.
MINUTES
100. The directors shall cause minutes to be made in books kept for the
purpose: -
(a) of all appointments of officers made by the directors; and
(b) of all proceedings at meetings of the company, of the holders of any
class of shares in the company, and of the directors, and of committees of
directors, including the names of the directors present at each such meeting.
THE SEAL
101. The seal shall only be used by the authority of the directors or of a
committee of directors authorised by the directors. The directors may determine
who shall sign any instrument to which the seal is affixed and unless otherwise
so determined it shall be signed by a director and by the secretary or by a
second director.
DIVIDENDS
102. Subject to the provisions of the Act, the company may by ordinary
resolution declare dividends in accordance with the respective rights of the
members, but no dividend shall exceed the amount recommended by the directors.
103. Subject to the provisions of the Act, the directors may pay interim
dividends if it appears to them they are justified by the profits of the company
available for distribution. If the share capital is divided into different
classes, the directors may pay interim dividends on shares which confer deferred
or non-preferred rights with regard to dividend as well as on shares which
confer preferential rights with regard to dividend as well as on shares which
confer preferential rights with regard to dividend, but no interim dividend
shall be paid on shares carrying deferred or non-preferred rights if, at the
time of payment, any preferential dividend is in arrears. The directors may also
pay at intervals settled by them any dividend payable at a fixed rate if it
appears to them that the profits available for distribution justify the payment.
Provided the directors act in good faith, they shall not incur any liability to
the holders of shares conferring preferred rights for any loss they may suffer
by the lawful payment of an interim dividend on any shares having deferred or
non-preferred rights.
104. Except as otherwise provided by the rights attached to shares, all
dividends shall be declared and paid according to the amounts paid up on the
shares on which the dividend is paid. All dividends shall be apportioned and
paid proportionately to the amounts paid up on the shares during any portion or
portions of the period in respect to which the dividend is paid; but, if any
share is issued on terms providing that it shall rank for dividend as from a
particular date, that share shall rank for dividend accordingly.
105. A general meeting declaring a dividend may, upon the recommendation of the
directors, direct that it shall be satisfied wholly or partly by the
distribution of assets and, where any difficulty arises in regard to the
distribution, the directors may settle the same and in particular may issue
fractional certificates and fix the value for distribution of any assets and may
determine that cash shall be paid to any member upon the footing of the value so
fixed in order to adjust the rights of members and may vest any assets in
trustees.
106. Any dividend or other moneys payable in respect of a share may be paid by
cheque sent by post to the registered address of the person entitled, or, if two
or more persons are the holders of the share or are jointly entitled to it by
reason of the death or bankruptcy of the holder, to the registered address of
that one of those persons who is first named in the register of members of to
such person and to such address as the person or persons entitled may in writing
direct. Every cheque shall be made payable to the order of the person or persons
entitled or to such other person as the person or persons entitled, may in
writing direct and payment of the cheque shall be a good discharge to the
company. Any joint holder or other person jointly entitled to a share as
aforesaid may give receipts for any dividend or other monies payable in respect
of the share.
107. No dividend or other moneys payable in respect of a share shall bear
interest against the company unless otherwise provide by the rights attached to
the share.
108. Any dividend which has remained unclaimed for twelve years from the date
when it became due for payment shall, if the directors so resolve, be forfeited
and cease to remain owing by the company.
ACCOUNTS
109. No member shall (as such) have any right of inspecting any accounting
records or other book or document of the company except as conferred by statute
or authorised by the directors of by ordinary resolution of the company.
CAPITALISATION OF PROFITS
110. The directors may with the authority of an ordinary resolution of the
company: -
(a) subject as hereinafter provided, resolve to capitalise any undivided
profits of the company not required for paying any preferential dividend
(whether or not they are available for distribution) or any sum standing to the
credit of the company's share premium account or capital redemption reserve;
(b) appropriate the sum resolved to be capitalised to the members who would
have been entitled to it if it were distributed by way of dividend and in the
same proportions and apply such sum on their behalf either in or towards paying
up the amounts, if any, for the time being unpaid on any shares held by them
respectively, or in paying up inn a full unissued shares or debentures of the
company of a nominal amount equal to that sum, and allot the shares or
debentures credited as fully paid to those members, or as they may direct, in
those proportions, or partly in one way and partly in the other: but the share
premium account, the capital redemption reserve, and any profits which are not
available for distribution may, for the purpose of this regulation, only be
applied in paying up unissued shares to be allotted to members credited as fully
paid;
(c) make such provision by the issue of fractional certificates or by the
payment in cash or otherwise as they determine in the case of shares or
debentures becoming distributable under this regulation in fractions; and
(d) authorise any person to enter on behalf of all the members concerned
into an agreement with the company providing for the allotment to them
respectively, credited as fully paid, of any shares or debentures to which they
are entitled upon such capitalisation, any agreement made under such authority
being binding on all such members.
NOTICES
111. Any notice too be given to or by any person pursuant to the articles shall
be in writing except that a notice calling a meeting of the directors need not
be in writing.
112. The company may give any notice to a member either personally or by sending
it by post in a prepaid envelope addressed to the member at his registered
address or by leaving it as that address. In the case of joint holders of a
share, all notices shall be given to the joint holder whose name stands first in
the register of members in respect of the joint holding and notice so given
shall be sufficient notice to all the joint holders. A member whose registered
address is not within the United Kingdom and who gives to the company an address
within the United Kingdom at which notices may be given to him shall be entitled
to have notices given to him at that address, but otherwise no such member shall
be entitled to receive any notice from the company.
113. A member present, either in person or by proxy, at any meeting of the
company or the holders of any class of shares in the company shall be deemed to
have received notice of the meeting, and where requisite, of the purposes for
which it was called.
114. Every person who becomes entitled to a share shall be bound by any notice
in respect of that share, which, before his name is entered in the register of
members, has been duly given to a person from whom he derives his title.
115. Proof that an envelope containing a notice was properly addressed, prepaid
and posted shall be conclusive evidence that the notice was given. A notice
shall be deemed to be given at the expiration of 48 hours after the envelope
containing it was posted.
116. A notice may be given by the company to the persons entitled to a share in
consequence of the death or bankruptcy of a member by sending or delivering it,
in any manner authorized by the articles for the giving of notice to a member,
addressed to them by name, or by the title of representatives of the deceased,
or trustee of the bankrupt or by any like description at the address, if any,
within the United Kingdom supplied for that purposed by the persons claiming to
be so entitled. Until such an address has been supplied, a notice may be given
in any manner in which it might have been given if the death or bankruptcy had
not occurred.
WINDING UP
117. If the company is wound up, the liquidator may, with the sanction of an
extraordinary resolution of the company and any other sanction required by the
act, divide among the members in specie the whole or any part of the assets of
the company and may, for that purpose, value any assets and determine how the
division shall be carried out as between the members of different classes of
members. The liquidator may, with the like sanction, vest the whole or any part
of the assets in trustees upon such trusts for the benefit of the members as the
with the like sanction determines, but no member shall be compelled to accept
any assets upon which there is a liability.
INDEMNITY
118. Subject to the provisions of the Act but without prejudice to any indemnity
to which a director may otherwise be entitled, every director or other officer
of auditor of the company shall be indemnified out of the assets of the company
against any liability incurred by him in defending any proceedings, whether
civil or criminal, in which judgment is given in his favor or in which he is
acquitted or in connection with any application in which relief is granted to
him by the court from liability for negligence, default, breach of duty or
breach of trust in relation to the affairs of the company.
<PAGE>
- --------------------------------------------------------------------------------
COMPOSITE ARTICLES OF INCORPORATION
STATUTS CONSTITUTIFS
1. The name of the corporation is: Denomination sociale de la
compagnie:
- --------------------------------------------------------------------------------
INTERNATIONAL MUSIC (CANADA) INC.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2. The address of the registered Adresse du siege social:
office is:
1220 YONGE STREET, THIRD FLOOR
(Street & Number or R.R. Number & if Multi-Office Building give Room no.)
(Rue et numero ou numero de la R.R. et s'il s'agrt d'un edifice a bureau,
numero du bureau)
TORONTO, ONTARIO M 4 T 1 W 1
(Name of Municipality or Post Office) (Postal Code)
(Nom de la municipaine ou du bureau de poste) (Code postal)
MUNICIPALITY OF METROPOLITAN TORONTO
(Name of Municipality, (County, District or
Geographic Township) Regional Municipality)
(Nom de la municipaine, dans le/la (Comte, district,
du canton) municipaine regionale)
3. Number (or minimum and maximum Nombre (ou nombres minimal et
number) of directors is: maximal) d'administrateurs:
A MINIMUM OF ONE (1) DIRECTOR - A MAXIMUM OF TWENTY (20) DIRECTORS.
<TABLE>
<CAPTION>
4. The first director(s) is/are: Premier(s) administrateur(s):
<S> <C> <C>
First name, initials and last name Residence address, giving Street & Resident
Prenom, initiales et nom de famille No. or R.R. No., Municipality and Canadian
Postal Code State
Addresse personnelle, y compris la Yes or No
rue et le numero, le Resident Canadien
numero de la R.R., le nom de la Oui/Non
municipalite et le code postal
----------------------------------- ----------------------------------- ----------
STEPHEN HOWARD 46 DOUGLAS CRESCENT YES
TORONTO, ONTARIO
M4W 2E7
</TABLE>
<PAGE>
5. Restrictions, if any, on business Limites, s'il y a lieu, imposees
the corporation may carry on or on aux activites commerciales ou aux
powers the corporation may pouvoirs de la compagnie
exercise.
None.
6. The classes and any maximum number Categories et nombre maximal, s'il
of shares that the corporation is y a lieu, d'actions que la
authorized to issue: compagnie est autorise a emettre:
The Corporation is authorized to issue an unlimited number of common shares.
<PAGE>
7. Rights, privileges, restrictions Droits, privileges, restrictions et
and conditions (if any) attaching conditions, s'il y a lieu,
to each class of shares and rattaches a chaque categorie
directors authority with respect to d'actions et pouvoirs des
any class of shares which may be administrateurs relatifs a chaque
issued in series: categorie d actions qui peut etre
emise en serie:
None.
<PAGE>
8. The issue, transfer or ownership of L'emission, le transfert ou la
shares is/is not restricted and the propriete d'actions est/n'est pas
restrictions (if any) are as restreinte. Les restrictions, s'il
follows: y a lieu, sont les suivantes:
No share or shares of the capital of the Corporation shall be transferred
without the consent of:
(a) all of the directors of the Corporation expressed by a unanimous
resolution passed at a meeting of the board of directors at which
all directors are present or by an instrument or instruments in
writing signed by all of the directors; or
(b) the holders of more than 50% of the outstanding common shares of
the Corporation expressed by a resolution passed at a meeting of
such shareholders or by an instrument or instruments in writing
signed by the holders of more than 50% of such shares.
<PAGE>
9. Other provisions, if any, are: Autres dispositions, s'il y a lieu:
(1) the number of shareholders of the Corporation, exclusive of persons
who are in its employment and exclusive of persons who, having been
formerly in the employment of the Corporation, were, while in that
employment, and have continued after the termination of that
employment to be, shareholders of the Corporation, is limited to not
more than 50, two or more persons who are the joint registered owners
of one or more shares being counted as one shareholder;
(2) any invitation to the public to subscribe for securities of the
Corporation is prohibited; and
(3) the directors may:
(a) borrow money on the credit of the Corporation;
(b) issue, sell or pledge debt obligations of the Corporation;
(c) charge, mortgage, hypothecate or pledge all or any currently
owned or subsequently acquired real or personal, moveable or
immoveable property of the Corporation, including book debts,
rights, powers, franchises and undertakings, to secure any
present or future indebtedness, liabilities or other obligations
of the Corporation; and
(d) subject to the Business Corporations Act (Ontario), give a
guarantee on behalf of the Corporation to secure performance of
an obligation of any person.
<PAGE>
10. The names and addresses of the Full residence address or address
incorporators are of registered office or of
Nom et adresse des fondateurs principal place of business giving
First name, initials and last name street & No. or R.R. No.,
or corporate name municipality and postal code
Prenom, initiale et nom de famile
ou denomination sociale Adresse personnelle au complet,
adresse du siege social ou adresse
de l'etablissement principal, y
compris la rue et le numero, le
numero de la R.R., le nom de la
municipalite et le code postal
---------------------------------------------------------------------------
STEPHEN HOWARD 46 DOUGLAS CRESCENT
TORONTO, ONTARIO
M4W 2E7
These articles are signed in duplicate. Les presents statuts sont signes en
double exemplaire.
- --------------------------------------------------------------------------------
Signatures of incorporators
(Signature des fondateurs)
/s/ Stephen Howard
------------------
Stephen Howard
<PAGE>
COMPOSITE BY-LAW
A by-law relating generally to the conduct of the affairs of
INTERNATIONAL MUSIC (CANADA) INC., a company incorporated under the laws of the
Province of Ontario.
BE IT ENACTED AND IT IS HEREBY ENACTED a by-law of INTERNATIONAL MUSIC
(CANADA) INC. (hereinafter called the "Corporation") as follows:
DIRECTORS
1. Quorum. A majority of the number of directors or minimum number of directors
required by the articles shall constitute a quorum for the transaction of
business at any meeting of directors.
2. Meetings. Meetings of directors and of any committee of directors may be held
at any place within or outside Ontario and in any financial year a majority of
the meetings of the board of directors need not be held at a place within
Canada.
The Chair of the Board, if any, the President or any director of the
Corporation may call a meeting of directors at such time and place as they may
determine.
Notice of a meeting of directors shall be sent to each director not less
than 48 hours before the time of the meeting; provided that, meetings of the
directors may be held at any time without notice if all the directors are
present or if all the absent directors have waived notice. Notice of any meeting
of directors or any irregularity in any meeting or in the notice thereof may be
waived by any director before, during or after the meeting.
For the first meeting of directors to be held following the election of
directors at a meeting of the shareholders, no notice of such meeting need be
given in order for the meeting to be duly constituted, provided a quorum of the
directors is present.
3. Voting. Questions arising at any meeting of directors shall be decided by a
majority of votes. In case of an equality of votes, the chair of the meeting
shall not have a second or casting vote in addition to his or her original vote.
OFFICERS
4. Appointment of officers. The directors shall annually, or as often as may be
required, designate such offices of the Corporation and appoint such officers as
they may consider advisable. None of such officers, other than the Chair of the
Board, if any, need be a director of the Corporation.
5. Duties of officers. The officers shall perform such duties as may be
specified from time to time by the directors, or pursuant to a delegation of
authority from the directors.
<PAGE>
-2-
6. Removal of officers. All officers shall be subject to removal by the
directors at any time, with or without cause.
SHAREHOLDERS
7. Votes. Every question submitted to any meeting of shareholders shall be
decided in the first instance on a show of hands and, in case of an equality of
votes, the chair of the meeting shall both on a show of hands and at a poll have
a second or casting vote in addition to the vote or votes to which the chair may
be entitled as a shareholder or proxy nominee.
For the purposes of subsections 100(2) and (3) of the Business Corporations
Act (Ontario) (the "Act"), a transferee of the ownership of shares from a person
named in a list of shareholders entitled to receive notice of a meeting which is
prepared pursuant to subsection 100(1) of the Act may demand up to the time of
the commencement of the meeting of shareholders to which the list relates that
the shareholder's name be included in such list of shareholders.
8. Quorum. A quorum for any meeting of shareholders shall be persons present not
being less than two in number and holding or representing by proxy not less than
25 per cent of the total number of the issued shares of the Corporation for the
time being enjoying voting rights at such meeting.
GENERAL
9. Limitation of liability. No director, officer or employee shall be liable for
the acts, receipts, neglects or defaults of any other director, officer or
employee, or for joining in any receipt or other act for conformity, or for any
loss, damage or expense happening to the Corporation through the insufficiency
or deficiency of title to any property acquired for or on behalf of the
Corporation, or for the insufficiency or deficiency of any security in or upon
which any of the moneys of the Corporation shall be invested, or for any loss or
damage arising from the bankruptcy, insolvency or tortious acts of any person
with whom any of the moneys, securities or effects of the Corporation shall be
invested, or for any loss or damage arising from the bankruptcy, insolvency or
tortious acts of any person with whom any of the moneys, securities or effects
of the Corporation shall be deposited, or for any loss occasioned by any error
in judgment or oversight on such person's part, or for any other loss, damage or
misfortune whatever which shall happen in the execution of the duties of his or
her office or employment or in relation thereto, unless the same are occasioned
by such person's own negligence or willful default; provided that nothing herein
shall relieve any director, officer or employee from the duty to act in
accordance with the Act or from liability for any breach thereof.
<PAGE>
-3-
10. Indemnification. The Corporation shall indemnify a director, officer, former
director, former officer or a person who acts or acted at the Corporation's
request as a director or officer or other similar executive for another body
corporate or other organization of which the Corporation is or was a shareholder
(or other type of equity-holder) or creditor, and such person's heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment, reasonably incurred by such
person in respect of any civil, criminal or administrative action or proceeding
to which such person is made a party by reason of being or having been a
director, officer or other similar executive of such body corporate or other
organization, to the full extent permitted by law. The Corporation is authorized
to enter into agreements evidencing its indemnity in favour of the foregoing
persons to the full extent permitted by law and may purchase and maintain
insurance against the risk of its liability to indemnify pursuant to this
provision.
11. Voting securities in other issuers. All securities of any other body
corporate or issuer of securities held from time to time by the Corporation may
be voted at all meetings of shareholders, bondholders, debenture holders or
holders of such securities, as the case may be, of such other body corporate or
issuer and in such manner and by such person or persons as the directors of the
Corporation shall from time to time determine.
12. Execution of contracts, etc. Contracts, documents or other instruments in
writing requiring execution by the Corporation may be signed by any one of the
directors or officers and all contracts, documents or other instruments in
writing so signed shall be binding upon the Corporation without any further
authorization or formality. Notwithstanding this provision, the directors are
authorized from time to time, by resolution, to appoint any officer or officers,
director or directors, or any other person or persons on behalf of the
Corporation either to sign contracts, documents or instruments in writing
generally or to sign specific contracts, documents or instruments in writing.
13. Financial year. The financial year of the Corporation shall terminate on
such day in each year as the directors may from time to time by resolution
determine.
14. Banking arrangements. The banking business of the Corporation including,
without limitation, the borrowing of money and the giving of security therefor,
shall be transacted with such banks, trust companies or other bodies corporate
or organizations and under such agreements, instructions and delegations of
powers as the board, or the chair, president, chief financial officer or any
executive vice-president and any one other officer, may from time to time
prescribe, and the foregoing persons shall have the authority to appoint
bankers, authorize facsimile signatures on cheques, authorize signing officers
to sign, endorse or deposit cheques, bills of exchange and similar documents,
and attend to any other matters related to the Corporation's dealings with its
bankers.
<PAGE>
-4-
15. Effective date. This by-law shall become effective immediately upon its
enactment by the directors, but is subject to confirmation or rejection at the
next meeting of shareholders.
The undersigned certifies that the foregoing by-law was enacted by the sole
director of the Corporation and confirmed by the shareholders of the Corporation
on the 30th day of November, 1995.
Dated the 30th day of November, 1995.
/s/ Michael Cohl
------------------------
President - Michael Cohl
<PAGE>
Exhibit 3.121
COMPOSITE CERTIFICATE OF INCORPORATION
OF
INTERNATIONAL MUSIC (USA) INC.
1. The name of the corporation is:
International Music (USA) Inc.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is
The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of capital stock which the corporation shall
have the authority to issue is Two Hundred (200) shares of common stock,
all of which shall be without par value.
5. The name and mailing address of the incorporator is:
Marc A. Berger
Goodman Phillips & Vineberg
430 Park Avenue
New York, NY 10022
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this
is my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 10th day of December, 1996.
/s/ Marc A. Berger
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Marc A. Berger
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Exhibit 3.122
COMPOSITE BY-LAWS OF
INTERNATIONAL MUSIC (USA) INC.
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 2. Additional Offices. The Corporation may also have offices at
such other places, both within and without the State of Delaware, as the Board
of Directors may from time to time determine or as the business of the
Corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. Time and Place. A meeting of stockholders for any purpose may be
held at such time and place within or without the State of Delaware as the Board
of Directors may fix from time to time or as may be fixed by the written consent
of a majority of the stockholders entitled to vote thereat.
Section 2. Annual Meeting. The annual meeting of stockholders shall be held
on the first Monday in December of each year at 10:00 a.m., provided, however,
that should any day fall on a legal holiday, then such annual meetings of
stockholders shall be held at the same time and place on the next day thereafter
ensuing which is not a legal holiday. At such meetings Directors shall be
elected, reports of the affairs of the Corporation shall be considered, and any
other business may be transacted as may properly come before the meeting.
Section 3. Notice of Annual Meeting. Written notice of each annual meeting
shall be given to each stockholder entitled to vote thereat, not less than ten
(10) nor more than sixty (60) days before each annual meeting, and shall specify
the place, the day and hour of such meeting, and shall state other matters, if
any, that may be expressly required by law.
Section 4. Special Meetings. Special meetings of the stockholders may be
called for any purpose or purposes, unless otherwise prescribed by law or by the
Certificate of Incorporation, by the Chairman of the Board or the President, and
shall be called by the President or Secretary at the written request of a
majority of the Board of Directors or of stockholders owning fifty percent (50%)
of the shares of capital stock of the Corporation issued, outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
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Section 5. Notice of Special Meetings. Except in special cases where other
express provisions are made by law, notice of such special meetings shall be
given in the same manner as is required for notice of the annual meetings of
stockholders. Notice of any special meeting shall specify in addition to the
place, date and hour of such meeting, the general nature of the business to be
transacted.
Section 6. Conduct of Business. Such person as the Board of Directors may
designate, or, in the absence of such a person, the highest ranking officer of
the Corporation who is present shall call to order any meeting of the
stockholders and act as 6hairman of the meeting. The chairman of the meeting
shall determine the order of business and procedure at the meeting.
Section 7. List of Stockholders. The officer in charge of the stock ledger
of the Corporation or the transfer agent shall prepare and make, at least ten
(10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting, at
a place within the city where the meeting is to be held, which place, if other
than the place of meeting, shall be specified in the notice of the meeting. The
list shall also be produced and kept at the place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present in
person thereat.
Section 8. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) nor less than ten (10) days before
the date of such meeting, nor more than sixty (60) days prior to any other
action. If no record date if fixed, the record date shall be as provided by law.
Section 9. Quorum. The presence in person or representation by proxy of the
holders of a majority of the shares of the capital stock of the Corporation
issued and outstanding and entitled to vote shall be necessary to, and shall
constitute a quorum for, the transaction of business at all meetings of the
stockholders, except as otherwise provided by law or by the Certificate of
Incorporation. The stockholders present at a duly called or held meeting at
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which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders, to leave less than a
quorum.
Section 10. Adjournments. Any stockholders' meeting, annual or special,
whether or not a quorum is present, may be adjourned from time to time by the
vote of a majority of the shares, the holders of which are either present in
person or represented by proxy thereat, but in the absence of a quorum, no other
business may be transacted at the meeting. Notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote thereat if the
adjournment is for more than thirty (30) days, or if, after the adjournment, a
new record date is fixed for the adjourned meeting. Except as provided above, if
the time and place of the adjourned meeting are announced at the meeting at
which the adjournment is taken, no further notice of the adjourned meeting need
be given. The adjourned meeting may transact any business which could properly
be considered at the original meeting. If a quorum is present at the original
meeting, it is not necessary for the transaction of business that a quorum be
present at the adjourned meeting.
Section 11. Voting.
a. At any meeting of stockholders, every stockholder having the right to
vote shall be entitled to vote in person or by proxy. Except as otherwise
provided by law or the Certificate of Incorporation, each stockholder of record
shall be entitled to one vote for each share of capital stock registered in his
name on the books of the Corporation.
b. All elections shall be determined by a majority vote, and, except as
otherwise provided by law or the Certificate of Incorporation, all other matters
shall be determined by a majority vote of the shares present in person or
represented by proxy and voting on such other matters.
c. All voting, except on the election of directors, may be by voice or by
ballot, provided, however, that upon demand therefor by a stockholder entitled
to vote or by his proxy, a ballot vote shall be taken.
Section 12. Action by Consent. Any action required or permitted by law or
by the Certificate of Incorporation to be taken at any meeting of stockholders
may be taken without a meeting, without prior notice, and without a vote, if a
written consent, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present or represented by proxy and
voted. Such written consent shall be
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filed with the minutes of the meetings of stockholders. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing
thereto.
Section 13. Proxies. Every person entitled to vote or execute consents
shall have the right to do so either in person or by one or more agents
authorized by a written proxy executed by such person or his duly authorized
agent, and filed with the Secretary of the Corporation; provided, that no such
proxy shall be valid after the expiration of three (3) years from the date of
its execution, unless the person executing it specifies therein the length of
time for which such proxy is to continue in force, which in no case shall exceed
seven (7) years from the date of its execution. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power.
ARTICLE III
DIRECTORS
Section 1. Number and Tenure. The number of directors that shall constitute
the whole board shall be 1, which number may be increased and/or decreased from
time to time by the Board of Directors and the stockholders within the limits
permitted by law, but no decrease in the number of Directors shall change the
term of any Director in office at the time thereof. The Directors shall be
elected at the annual meeting of stockholders, except as provided in Section 2
of this Article, and each Director shall hold office until his successor is
elected and qualified or until his earlier resignation or removal.
Section 2. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of Directors may be filled by a
majority of the directors then in office, though less than a quorum, and each of
the Directors so chosen shall hold office until his successor is elected at an
annual or a special meeting of stockholders or until his earlier resignation or
removal. A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation or removal of any Director or if the
stockholders fail at any annual or special meeting of stockholders at which any
Director or Directors are elected to elect the full number of Directors to be
voted for at that meeting. The stockholders may elect any Director or Directors
at any time to fill a vacancy or vacancies not filled by the Board of Directors.
Section 3. Removal or Resignation. Except as otherwise provided by law or
the Certificate of Incorporation, any Director or the entire Board of Directors
may be removed, with or without cause, by the holders of the majority of the
shares then entitled
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to vote at an election of Directors. Any Director may resign at any time by
giving written notice to the Board of Directors, the Chairman of the Board of
Directors, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, the resignation shall take effect upon
delivery to the Board of Directors or the designated officer. It shall not be
necessary for a resignation to be accepted before it becomes effective.
Section 4. Powers. The business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors which shall exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by the Certificate of Incorporation or by these by-laws directed
or required to be exercised or done by the stockholders. Without prejudice to
such general powers, but subject to the same limitations, it is hereby expressly
declared that the Directors shall have the following powers, to wit:
First: To select and remove all the other officers, agents and employees of
the Corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Certificate of Incorporation, or with these
by-laws, fix their compensation and require from them security for faithful
service.
Second: To conduct, manage and control the affairs and business of the
Corporation, and to make such rules and regulations therefor not inconsistent
with law, the Certificate of Incorporation or these by-laws, as they may deem
best.
Third: To change from time to time the registered office of the Corporation
from one location to another within Delaware as provided in Article I, Section 1
hereof; to fix and locate from time to time one or more subsidiary offices of
the Corporation within or without the State of Delaware, as provided in Article
I, Section 2, hereof; to designate any place within or without the State of
Delaware for the holding of any stockholders' meeting or meetings; and to adopt,
make and use a corporate seal, and to prescribe the form of certificates of
stock and to alter the form of such seal and of such certificates from time to
time, as in their judgment they may deem best, provided such seal and such
certificates shall at all times comply with the provisions of law.
Fourth: To authorize the issuance of authorized shares of stock of the
Corporation from time to time, upon such terms as may be lawful, in
consideration of money paid, labor done or services actually rendered, debts or
securities cancelled, or tangible or intangible property actually received, or
in the case of shares issued as a dividend, against amounts transferred from
surplus to stated capital.
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Fifth: To borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidence of debt and securities therefor.
Sixth. To purchase or otherwise acquire any property, rights or privileges
on such terms as it shall determine.
Seventh. To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plan and such insurance, retirement or other benefit
plan for directors, officers and agents of the Corporation and its subsidiaries
as it may determine.
Section 5. Regular Annual Meetings. The first meeting of each newly elected
Board of Directors shall be held immediately following the adjournment of the
annual meeting of stockholders and at the place thereof. No notice of such
meeting shall be necessary to the Directors in order to constitute the meeting
legally. In the event such meeting is not so held, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.
Section 6. Regular Meetings. The Board of Directors of the Corporation or
any committee thereof may hold regular meetings either within or without the
State of Delaware. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board of Directors.
Section 7. Special Meetings. Special meetings of the Board of Directors or
any committee thereof may be called by the Chairman of the Board or the
President, and the President or the Secretary shall call a special meeting upon
request of one (1) Director or upon the request of stockholders holding not less
than fifty percent (50%) of the voting power of the Corporation. If given
personally, by telephone or by telegram, the notice shall be given at least the
day prior to the meeting. Notice may be given by mail if it is mailed at least
three (3) days before the meeting. The notice need not specify the business to
be transacted.
Section 8. Meetings by Telephone or Similar Communication Equipment. The
Board of Directors may participate in a meeting by means of a conference
telephone or similar communications equipment by which all Directors
participating in the meeting can hear each other. Participation in such a
meeting shall constitute presence in person by an Director at such meeting.
Section 9. Quorum. At meetings of the Board of Directors, a majority of the
Directors at that time in office shall constitute
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a quorum for the transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors. If a quorum shall not be present at any meeting of the
Board of Directors, the Directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
Section 10. Compensation. The Directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
Director, as may from time to time be determined by the Board of Directors. No
such payment shall preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of any committees
may be allowed like reimbursement and compensation for attending committee
meetings.
Section 11. Action by Consent. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee of the Board of
Directors may be taken without a meeting if a written consent to such action is
signed by all members of the Board of Directors or of any committee of the Board
of Directors, as the case may be, and such written consent is filed with the
minutes of its proceedings.
Section 12. Committees. By resolution of the Board of Directors, the Board
of Directors shall have the authority to form any committees for whatever
purpose. A committee may consist of as few as one member. A committee may
exercise all the powers of the Board of Directors except as prohibited by law.
In the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member. The Board of Directors may provide that a committee shall
have the power or authority to declare a dividend, to authorize the issuance of
stock or to adopt a certificate of ownership or merger. Each committee shall
keep regular minutes of its meetings and report the same to the Board of
Directors when required.
ARTICLE IV
Officers
Section 1. Officers. The Officers of the Corporation shall be a President
and a Secretary. The Corporation may also have, at the discretion of the Board
of Directors, one Chief Executive Officer, one or more Vice Presidents, one or
more Treasurers, one or more Assistant Secretaries, and such other officers as
may be appointed in accordance with the provisions of Section 3 of this
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Article. One person may hold two or more offices. All Officers shall exercise
the powers and perform the duties as set forth in these by-laws or as shall from
time to time be determined by the Board of Directors.
Section 2. Election. The Officers of the Corporation, except such Officers
as may be appointed in accordance with the provisions of Section 3 or Section 5
of this Article, shall be chosen annually by the Board of Directors, and each
shall hold his office until he shall resign or shall be removed or disqualified
to serve, or his successor shall be elected and qualified.
Section 3. Subordinate Officer, Etc. The Board of Directors may appoint
such other Officers as the business of the Corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in the by-laws or as the Board of Directors from time to time
determine.
Section 4. Removal and Resignation. Any Officer may be removed, either with
or without cause, by a majority of the Directors at the time in office, at any
annual regular or special meeting of the Board, or by an Officer upon whom such
power of removal may be conferred by the Board of Directors.
Any Officer may resign at any time by giving written notice to the Board of
Directors, to the President, or to the Secretary of the Corporation. Any such
resignation shall take effect at the date of the receipt of such notice or any
later time specified therein; the acceptance of such resignation shall not be
necessary to make it effective.
Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed by the by-laws for regular appointments to such office.
Section 6. President. The President shall, subject to the control of the
Board of Directors and the Chief Executive Officer, if any, have general
supervision, direction and control of the business and other Officers of the
Corporation. He shall have the general powers and full duties of management
usually vested in the office of the President of a corporation, including, but
not limited to, the power in the name of the Corporation and off its behalf to
execute any and all stock certificates, deeds, mortgages, contracts, agreements,
and other instruments in writing, and shall have such other powers and duties as
may be prescribed by the Board of Directors or the by-laws.
Section 7. Vice President. Each Vice President, if any, shall perform such
duties as the Board of Directors shall prescribe. In the absence of the
President or in the event of his
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inability or refusal to act, the Vice President designated by the Board of
Directors shall perform the duties and exercise the powers of the President.
Section 8. Secretary. The Secretary shall keep, or cause to be kept, a book
of Minutes at such place as the Board of Directors may order, of all meetings of
Directors and stockholders, with the time and place of holding, whether regular
or special, and if special, how authorized, the notice thereof given, the names
of those present at Directors' meetings, and the number of shares present or
represented at stockholders' meetings and the proceedings thereof.
The Secretary shall keep or cause to be kept, at such place as the Board of
Directors may order, a share register, or a duplicate share register, showing
the names of the stockholders and their addresses, the number and classes of
shares held by each, the number and date of certificates issued for the same,
and the number and date of cancellation of every certificate surrendered for
cancellation.
The Secretary shall give, or cause to be given, notice of all the meetings
of the stockholders and of the Board of Directors required by the by-laws or by
law to be given, and he shall keep the seal of the Corporation in safe custody
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or by the by-laws.
Section 9. Treasurer. The Treasurer shall keep and maintain or cause to be
kept and maintained, adequate and correct accounts of the properties and
business transactions of the Corporation. The books of account shall be open to
inspection by any Director at all reasonable items. The Treasurer shall deposit
all monies and other valuables in the name of and to the credit of the
Corporation with such depositories as may be designated by the Board of
Directors, and he shall render to the President and Directors whenever they
request it an account of all transactions and of the financial condition of the
Corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or the bylaws.
Section 10. Assistant Secretary. During the absence or disability of the
Secretary, or as directed by the Board of Directors, the Assistant Secretary
shall have all the powers and functions of the Secretary.
Section 11. Compensation. The salaries of all officers of the Corporation
shall be fixed from time to time by the Board of Directors and no officer shall
be prevented from receiving a salary because he is also a Director of the
Corporation.
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ARTICLE V
Affiliated Transactions and Interested Directors
Section 1. Affiliated Transactions. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its Directors or Officers are Directors or
Officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the Director or Officer is present at or participates
in the meeting of the Board of Directors or committee thereof that authorizes
the contract or transaction or solely because his or their votes are counted for
such purpose, if:
a. The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board of Directors or committee in good faith authorized
the contract or transaction by the affirmative vote of a majority of the
disinterested Directors, even though the disinterested Directors be less than a
quorum; or
b. The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by the vote of the stockholders; or
c. The contract or transaction is fair as to the Corporation as of the time
it is authorized, approved, or ratified by the Board of Directors, a committee
thereof, or the stockholders.
Section 2. Determining Quorum. Common or interested Directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee thereof which authorized the contract or
transaction.
ARTICLE VI
Liability to Corporation and Indemnification
Section 1. Liability to Corporation. No person shall be liable to the
Corporation for any loss or damage suffered by it on account of any action taken
or omitted to be taken by him as a Director or Officer of the Corporation in
good faith, if such person (i) exercised or used the same degree of diligence,
care, and skill as an ordinarily prudent man would have exercised or used under
the circumstances in the conduct of his own affairs, or (ii) took, or omitted to
take, such action in reliance upon advice of counsel for the Corporation, or
upon statements made or information furnished by Officers or employees of the
Corporation which he had reasonable grounds to believe to be true, or upon a
financial statement of the Corporation provided by a person in charge of its
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accounts or certified by a public accountant or a firm of public accountants.
Section 2. Indemnification. The Corporation shall indemnify its Officers
and Directors to the greatest extent permitted by the Delaware General
Corporation Law.
ARTICLE VII
Stock Certificates
Section 1. Form and Signatures.
a. Every holder of stock of the Corporation shall be entitled to a
certificate stating the number and class, and series, if any, of shares owned by
him, signed by the Chairman of the Board, or the President or a Vice President
and by the Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, and bearing the seal of the Corporation. The signature and the seal
may be a facsimile. A certificate may be signed, manually or by facsimile, by a
transfer agent or registrar other than the Corporation or its employee. In case
any Officer who has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be such Officer before such certificate is
issued, it may nevertheless be issued by the Corporation with the same effect as
if he were such Officer at the date of its issue. Such certificate shall be
issued only when any such shares are fully paid up, except that certificates for
shares may be issued prior to full payment under such restrictions and for such
purposes as the Board of Directors or the by-laws may provide; provided,
however, that any such certificate so issued prior to full payment shall state
the amount remaining unpaid and the terms of payment thereof.
b. All stock certificates representing shares of capital stock that are
subject to restrictions on transfer or to other restrictions may have imprinted
thereon any notation to that effect determined by the Board of Directors.
Section 2. Registration of Transfer. Upon surrender to the Corporation or
any transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment, or authority to
transfer, the Corporation or its transfer agent shall issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books.
Section 3. Registered Stockholders.
a. Except as otherwise provided by law, the Corporation shall be entitled
to recognize the exclusive right of a person who is registered on its books as
the owner of shares of its capital stock to receive dividends or other
distributions and to vote or consent
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as such owner, and, in the case of stock not paid in full, to hold liable for
calls and assessments any person who is registered on its books as the owner of
shares of its capital stock. The Corporation shall not be bound to recognize any
equitable or legal claim to, or interest in, such shares on the part of any
other person.
b. If a stockholder desires that notices and/or dividends be sent to a name
or address other than the name or address appearing on the stock ledger
maintained by the Corporation, or its transfer agent or registrar, if any, the
stockholder shall have the duty to notify the Corporation, or its transfer agent
or registrar, if any, in writing of his desire and specify the alternate name or
address to be used.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of Directors
may direct that a new certificate be issued to replace any certificate
theretofore issued by the Corporation that, it is claimed, has been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing the issue of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of the lost, stolen, or destroyed certificate, or his legal
representative, to advertise the same in such manner as it shall require, to
give the Corporation a bond in such sum, or other security in such form, as it
may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate claimed to have been lost, stolen,
or destroyed, and to accept such other terms and conditions as the Board of
Directors may require.
ARTICLE VIII
General Provisions
Section 1. Dividends. Subject to the provisions of law and the Certificate
of Incorporation, dividends upon the outstanding capital stock of the
Corporation may be declared by the Board of Directors and may be paid in cash,
in property, or in shares of the Corporation's capital stock.
Section 2. Reserves. The Board of Directors shall have full power, subject
to the provisions of law and the Certificate of Incorporation, to determine
whether any, and, if so, what part, of the funds legally available for the
payment of dividends shall be declared as dividends and paid to the stockholders
of the Corporation. The Board of Directors, in its sole discretion, may fix a
sum that may be set aside or reserved over and above the paid-in capital of the
Corporation as a reserve for any proper purpose, and may, from time to time,
increase, diminish, or vary such amount.
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Section 3. Fiscal Year. The fiscal year of the corporation shall be
determined from time to time by the Board of Directors.
Section 4. Seal. The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its incorporation, and the words "Corporate
Seal" and "Delaware".
Section 5. Corporate Records. The Corporation may keep its stock ledger,
books of account and minutes of proceedings of the stockholders, the Board of
Directors and the committees of the Board of Directors, either within or without
the State of Delaware, as the Board of Directors may from time to time
determine.
Section 6. Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, issued in the name
of or payable to the Corporation, shall be signed or endorsed by such person or
persons in such manner as, from time to time, shall be determined by resolution
of the Board of Directors.
Section 7. Representation of Shares of Other Corporations. The Chairman of
the Board, President, Secretary and Treasurer of this Corporation are each
authorized to vote, represent and exercise on behalf of this Corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this Corporation. The authority herein granted to said
officers to vote or represent on behalf of this Corporation any and all shares
held by this Corporation in any other corporation or corporations may be
exercised either by such officers in person or by any person authorized to do so
by proxy or power of attorney duly executed by said officers.
Section 8. Notice. Whenever, under the provisions of law or of the
Certificate of Incorporation or of these by-laws, notice is required to be given
to any director, stockholder, officer or agent, it shall not be construed to
mean personal notice, but such notice may be given in writing, by mail,
addressed to such person, at his address as it appears on the records of the
corporation, with postage thereon prepaid, or by telegram and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail or. delivered to the telegraph office, as the case may be. Notice to
directors may also be given by telephone. Whenever any notice is required to be
given under the provisions of law or the Certificate of Incorporation or of
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
13
<PAGE>
ARTICLE X
Amendments
Section 1. Power of Stockholders. New by-laws may be adopted, or these
by-laws may be amended or repealed, by the majority vote of the outstanding
shares of the Corporation, or by the written consent of the holders of such
shares.
Section 2. Power of Directors. The Directors may amend these By-laws by
majority vote.
14
<PAGE>
EXHIBIT 3.123
COMPOSITE MEMORANDUM OF ASSOCIATION
OF
INTERNATIONAL MUSIC LTD.
- --------------------------------------------------------------------------------
(hereinafter referred to as "the Company")
1. The liability of the members of the Company is limited to the amount (if
any) for the time being unpaid on the shares respectively held by them
2. We, the undersigned, namely,
NAME ADDRESS BERMUDIAN NATIONALITY NUMBER OF
STATUS SHARES
(Yes/No) SUBSCRIBED
Sutherland Travellers Roost Yes British 001
Arthur Hastings Road
MORRIS Point Shares
Pembroke, Bermuda
Dudley Chaingate Hill No British 001
Reginald Devonshire
COTTINGHAM
do hereby respectively agree to take such number of shares of the Company as may
be allotted to us respectively by the provisional directors of the Company, not
exceeding the number of shares for which we have respectively subscribed, and to
satisfy such calls as may be made by the directors, provisional directors or
promoters of the Company in respect of the shares allotted to us respectively.
<PAGE>
3. The Company is to be an exempted Company as defined by the Companies Act
1981.
4. The Company has power to hold land situated in Bermuda not exceeding in
all, including the following parcels-
N/A
5. The authorised share capital of the Company is US$12,000.00 divided into
12,000 ordinary shares of US$1.00 each.
6. The objects for which the Company is formed and incorporated are -
See attached Schedule A
7. The Company has the additional powers set out in Schedule B annexed hereto.
<PAGE>
Signed by each subscriber in the presence of at least one witness attesting the
signature thereof-
/s/ S. Arthur Morris /s/ S. Blackmore
- ----------------------------- ------------------------------
S. Arthur Morris S. Blackmore
/s/ Dudley R. Cottingham /s/ S. Blackmore
- ----------------------------- ------------------------------
Dudley R. Cottingham S. Blackmore
- ----------------------------- ------------------------------
- ----------------------------- ------------------------------
(Subscribers) (Witnesses)
SUBSCRIBED this 13th day of June, 1996.
<PAGE>
SCHEDULE A
6. The objects for which the Company is formed and incorporated are -
(i) To act and to perform all the functions of a holding company in all
its branches and to coordinate the policy and administration of any
subsidiary company or companies wherever incorporated or carrying on
business or of any group of companies which the Company or any
subsidiary company is a member or which are in any manner controlled
directly or indirectly by the Company;
(ii) To carry on the businesses of entertainment promoters, sports
promoters, artistes' managers and representatives in all or any
spheres of entertainment and sport:
(iii) To provide on such terms as may seem expedient all or any of' the
management, secretarial, advertising, publicity, bookkeeping,
merchandising, personal and social facilities and services required or
used in connection with their professional engagements by artistes and
others engaged in musical, theatrical, film, video, radio, television
entertainment or sporting activities;
(iv) To acquire copyrights, rights of production or presentation, licenses
and concessions of any sort likely to be conducive to the objects of
the company;
(v) To employ persons to write, compose or adapt plays, films, video,
radio, television productions, sketches, songs, music and dances;
(vi) To print, publish, or cause to be printed or published any play, film,
video. song, music or words of which the company has a copyright or
right to publish, and to sell and distribute and deal with any matter
so printed as the company may think fit, and to grant licenses or
rights in respect of any property of the company or any other person
or persons, firm or company;
(vii) To enter into agreements with authors or others for the presentation
of films, video, radio and television productions, musical
compositions, plays and other dramatic and musical entertainments;
(viii) To carry on the businesses of music printers, copyists, publishers,
booksellers, scenic artists, art decorators, contractors for the
supply of scenery and the erection and fitting up of temporary or
permanent stages, theatres or halls;
(ix) To carry on the business of literary, theatrical, advertising,
publicity, press and employment agents, and to undertake and execute
any agency or agencies, and in particular for authors, dramatists,
composers, actors, musicians, singers, entertainers, sports
personalities, theatre proprietors and managers, film and television
producers or others;
<PAGE>
SCHEDULE A (continued)
(x) To carry on the business of producers and presenters of and dealers in
plays, revues, opera, ballet, pantomimes, pageants, musical and
dramatic works, and displays and entertainments of all kinds involving
music of all kinds, the theatre, cinema, ice rinks, variety stage,
radio, television, and other means of transmitting sound or pictorial
effects, and to enter into any arrangements for the management,
conduct and control of any such business or businesses, and for the
supply of plays, opera and ballet works, dances, scripts, libretti,
music, artistes, performers, musicians, materials and other
facilities;
(xi) To carry on the business of proprietors, lessees, licensees and
managers of theatres, concert halls, cinemas, sports accommodation,
courts and facilities, ice rinks, studios and other buildings and
property;
(xii) As set out in paragraphs (b) to (n) and (p) to (u) inclusive of the
Second Schedule of the Companies Act 1981.
<PAGE>
SCHEDULE B
(referred to in Clause 7 of the Memorandum of Association)
Re: INTERNATIONAL MUSIC LTD.
(a) To borrow and raise money in any currency or currencies and to secure or
discharge any obligation in any matter and in particular (without prejudice
to the generality of the foregoing) by mortgages of or charges upon all or
any part of the undertaking, property and assets present and future) and
uncalled capital of the Company or by the creation and issue of securities.
(b) To enter into any guarantee, contract of indemnity or suretyship and in
particular (without prejudice to the generality of the foregoing) to
guarantee, support or secure, with or without consideration, whether by
personal obligation or by mortgaging or charging all or any part of the
undertaking, property and assets (present and future) and uncalled capital
of the Company or both such methods or in any other manner, the performance
of any obligations or commitments, of, and the repayment or payment of the
principal amounts of and any premiums, interest, dividends and other moneys
payable on or in respect of any securities or liabilities of, any personal
including (without prejudice to the generality of the foregoing) any
company which is for the time being a subsidiary or a holding company of
the Company or another subsidiary of a holding company of the Company or
otherwise associated with the Company.
(c) To accept, draw, make, create, issue, execute, discount, endorse, negotiate
bills of exchange, promissory notes, and other instruments and securities,
whether negotiable or otherwise.
(d) To sell, exchange, mortgage, charge, let or rent, share of profit, royalty
or otherwise, grant licenses, easements, options, servitude and other
rights over, and in any other manner deal with or dispose of, all or any
part of the undertaking, property and assets (present and future) of the
Company for any consideration and in particular (without prejudice to the
generality of the foregoing) for any securities.
(e) To issue and allot securities of the Company for cash or in payment or part
payment toy any real or personal property purchased or otherwise acquired
by the Company for any obligation or amount (even if less than the nominal
amount of such securities) or for any other purpose.
<PAGE>
SCHEDULE B (continued)
(f) To grant pensions, annuities, or other allowances, including allowances on
death, to any directors, officers or employees or former directors,
officers or employees of the Company or any company which at any time is or
was a subsidiary or a holding company or another subsidiary of a holding
company of the Company or otherwise associated with the Company or of any
predecessor in business of any of them, and to the relations, connections
or dependents of any such persons, and to other persons whose service or
services have directly or indirectly been of benefit to the Company or whom
the Company considers have any moral claim on the Company or to their
relations, connections or dependents, and to establish or support any
associations, institutions, clubs, schools, building and housing schemes,
funds and trusts, and to make payments toward insurance or other
arrangements likely to benefit any such persons or otherwise advance the
interests of the Company or of its Members, and to subscribe, guarantee or
pay money for any purpose likely, directly or indirectly to further the
interests of the Company or of its Members or for any national, charitable,
benevolent, educational, social, public, general or useful object.
(g) The Company shall have, pursuant to Section 42 of the Companies Act 1981,
the power to issue preference shares which are liable to be redeemed at the
option of the holder.
(h) The Company shall have, pursuant to Section 42A of the Companies Act 1981,
the power to purchase its own shares.
<PAGE>
The Companies Act 1981
SECOND SCHEDULE (Section 11(2))
A company may by reference include in its memorandum any of the following
objects that is to say the business of:
(a) [intentionally omitted]
(b) buying, selling and dealing in goods of all kinds;
(c) designing and manufacturing of goods of all kinds;
(d) mining and quarrying and exploration for metals, minerals, fossil
fuels and precious stones of all kinds and their preparation for sale
or use;
(e) exploring for, the drilling for, the moving, transporting and refining
petroleum and hydro carbon products including oil and oil products;
(f) scientific research including the improvement, discovery and
development of processes, inventions, parents and designs and the
construction, maintenance and operation of laboratories and research
centers;
(g) land, sea and air undertakings including the land, ship and air
carriage of passengers, mails and goods of all kinds;
(h) ships and aircraft owners, managers, operators, agents, builders and
repairers;
(i) acquiring, owning, selling, chartering, repairing or dealing in ships
and aircraft;
(j) travel agents, freight contractors and forwarding agents;
(k) travel agents, freight contractors and forwarding agents;
(l) dock owners, wharfingers, warehouse men;
(m) ship chandlers and dealing in rope, canvas oil and ship stores of all
kinds;
(n) all forms of engineering;
(o) [intentionally omitted]
1
<PAGE>
(p) farmers, livestock breeders and keepers, grazers. butchers, tanners
and processors of and dealers in all kinds of live and dead stock,
wool, hides, tallow , grain, vegetables and other produce;
(q) acquiring by purchase or otherwise and holding as an investment
inventions, patents, trade marks, trade names, trade secrets, designs
and the like;
(r) buying, selling, hiring, letting and dealing in conveyances of any
sort;
(s) employing, providing, hiring out and acting as agent for artists,
actors, entertainers of all sorts, authors, composers, producers,
directors, engineers and experts or specialists of any kind;
(t) to acquire by purchase or otherwise and hold, sell, dispose of and
deal in real property situated outside Bermuda and in personal
property of all kinds wheresoever situated; and
(u) to enter into any guarantee, contract of' indemnity or suretyship and
to assure, support or secure with or without consideration or benefit
the performance of any obligation of any person or persons and to
guarantee the fidelity of individuals tilling or about to till
situations or mist or confidence.
2
<PAGE>
COMPOSITE BYE-LAWS
OF
INTERNATIONAL MUSIC LTD.
<PAGE>
COMPOSITE BYE-LAWS
of
INTERNATIONAL MUSIC LTD.
INDEX
SUBJECT Bye-Law No.
- ------- -----------
INTERPRETATION
Defined Terms 1
Construction and meanings 2
Meaning of "in writing" 3
DIRECTORS
Number of Directors 4(1)
Power of Directors to fill vacancies 4(2)
Alternate Directors 4(3)
Entitlement to notice 4(4)
Alternate Director-ceasing to be 4(5)
Removal of Directors 4(6)
Vacancy-filling 4(7)
Vacancy-continuing to act 4(8)
Vacancy - by disqualification 5
Meetings of the Board 6
Notice of Board Meetings 7
Quorum 8(1)
Conference Telephone Meeting 8(2)
Voting Majority 8(3)
Unanimous Written Resolutions 9
Contracts with the Company 10(1)
Remuneration of Directors 10(2)
Disclosure of interest 10(3)
Disqualification from voting 10(4)
Validity of acts 11
- i -
<PAGE>
INDEX
SUBJECT Bye-Law No.
- ------- -----------
GENERAL POWERS OF DIRECTORS
Power to manage and pay expenses 12(1)
Power to enter into contracts 12(2)
Power to appoint managing director
or chief executive officer 12(3)
Power to appoint manager 12(4)
Power to authorize specific resolutions 12(5)
Power to appoint attorney 12(6)
Power to delegate to a committee 13(1)
Power to appoint and dismiss employees 13(2)
Power to borrow and charge property 14
OFFICERS
Officers required 15(1)
Appointment 15(2)
Remuneration 15(3)
Appointment of Secretary 16
Chairman 17
Duties of Secretary 18
Duties of Officers 19
MINUTES
Obligation of Directors to keep 20
MEETINGS
Annual General Meeting - requirements and notice 21
Special General Meeting 22
Failure or defect of notice 23
Members requisition 24
Short notice 25(1)
Waiver of notice 25(2)
Postponement of Meeting 25(3)
- ii -
<PAGE>
INDEX
SUBJECT Bye-Law No.
- ------- -----------
Quorum for General Meeting 26(1)
Adjournment of Meetings 26(2)
Conference telephone meetings26 (3)
Unanimous written resolutions 27
Voting majority 28(1)
Voting - payment of calls28 (2)
Voting - show of hands 28(3)
Decision of Chairman 28(4)
Demand for a poll 28(5)
Voting by poll 28(6)
Manner of voting by poll 28(7)
Casting vote 28(8)
Ballot paper on poll vote 28
Seniority of joint holders voting 30(1)
Instrument of proxy 30(2)
Authorization of corporate representative 30(3)
SHARE CAPITAL AND SHARES
Share capital 31
Power of Directors to issue shares 32(1)
Redeemable preference shares 32(2)
Variation of share rights 32(3)
Registered holder 32(4)
Finance for purchase of shares 32(5)
Employees share scheme 32(6)
Changes to share capital 32(7)
Payment of dividends, etc. 33(1)
Death of one jointshareholder 33(2)
Distinguishing numbers on share certificates 34(1)
Entitlement to share certificates 34(2)
CALLS ON SHARES
Power of Directors to make calls and impose interest 35
Discretion of Directors on calls 36
- iii -
<PAGE>
INDEX
SUBJECT Bye-Law No.
- ------- -----------
REGISTER OF MEMBERS AND
REGISTER OF DIRECTORS AND OFFICERS
Requirement to keep Register of Members 37(1)
Requirement to keep Register of Directors and Officers 37(2)
Registers open to inspection 38
Directors determination of record date for Members 39
TRANSFER OF SHARES
Instrument of transfer 40
Power of Directors to refuse 41(1)
Notice of refusal to register 41(2)
Directors may require further evidence 42
Joint shareholders 43
TRANSMISSION OF SHARES
Executors or administrators - position of 44
Registration of Member or nominee 45
FORFEITURE OF SHARES
Notice of forfeiture 46
Continuing liability of Member 47
DIVIDENDS
Declaration by Directors 48(1)
Other distributors 48(2)
Reserve fund 49
Deductions from dividends 50
CAPITALIZATION
Issue of bonus shares; paying up shares 51
- iv -
<PAGE>
INDEX
SUBJECT Bye-Law No.
- ------- -----------
ACCOUNTS AND FINANCIAL STATEMENTS
Requirement to be kept 52
Financial Year End 53
Financial statements 54
AUDIT
Appointment of Auditor 55
Eligibility to act as Auditor 56
Remuneration of Auditor 57
Vacation of office of Auditor 58
Access to Company books 59
Auditor's Report 60
NOTICES
Notices to Members and Directors and Officers 61
Notices to joint Members 62
Time of delivery 63
COMPANY SEAL
Affixation - requirements for 64(1)
Duplicate seals 64(2)
INDEMNITY
Directors, officers, liquidator, etc.
indemnified 65(1)
Waiver of claim by Members 65(2)
WINDlNG-UP
Division and distribution by liquidator 66
ALTERATION OF BYE-LAWS
Approval by Directors and confirmatiaon
by Members 67
- v -
<PAGE>
-1-
INTERNATIONAL MUSIC LTD.
INTERPRETATION
1. In these Bye-laws the following words and expressions shall, where not
inconsistent with the subject or context, have the following meanings,
respectively:
(a) "Act" means the Companies Act 1981 of Bermuda as amended from time to
time;
(b) "Auditor" includes any individual or partnership;
(c) "Board" means the Board of Directors of the Company or the directors
present at a meeting of Directors at which there is a quorum;
(d) "Company" means INTERNATIONAL MUSIC LTD. incorporated under the Act
on the 25th day of June, 1996;
(e) "elect means "appoint" and vice versa;
(f) "Member" means the person registered in the Register of Members as the
holder of shares in the Company and, when two or more persons are so
registered as joint holders of shares, means the person whose name
stands first in the Register of Members as one of such joint holders
or all of such persons as the context so requires;
(g) "notice" means written notice unless otherwise specifically stated and
as further defined in these Bye-laws;
(h) "Seal" means the common seal of the Company and includes any duplicate
thereof;
(i) "Secretary" means the person appointed to perform the duties of
Secretary of the Company and includes any Assistant or Acting
Secretary; and
<PAGE>
-2-
(j) "these Bye-laws" means these Bye-laws in their present form or as from
time to time amended.
2. In these Bye-laws, the following words and expressions shall, where not
inconsistent with the subject or context, have the following meanings.
respectively:
(a) a corporation shall be deemed to be present in person if its
representative duly authorised pursuant to the Act, is present;
(b) words importing the plural number shall be deemed to include the
singular number and vice versa;
(c) words importing the masculine gender also include the feminine gender
and neuter gender;
(d) words importing persons include companies or associations or bodies of
persons whether corporate or not;
(e) the word:
(i) "may" shall be construed as permissive; and
(ii) "shall" shall be construed as imperative:
(f) the word "Director" includes any Alternate Director to the extent set
out in Bye-law 4(3); and
(g) words or expressions contained in these Bye-laws shall bear the same
meaning as in the Act;
3. Expressions referring to writing shall, unless the contrary intention
appears, be construed as including printing, lithography, facsimile,
photography and other modes of representing words in a legible and
non-transitory form.
DIRECTORS
4. (1) The business of the Company shall be managed and conducted by a Board
of Directors consisting of not less than two (2) or such number in excess
thereof as the Members may from time to time determine who shall be elected
or appointed in the first place at the Statutory Meeting and thereafter at
the Annual General Meeting and who shall hold office until the next Annual
General Meeting or until their successors are elected or appointed, and any
General Meeting may authorise the Board to fill any vacancy in their number
left unfilled at a General Meeting.
(2) The Board shall have the power from time to time and at any time to
appoint a person to fill a vacancy on the Board occurring as the result of
the death, disability, disqualification or resignation of any Director,
provided that if no quorum of Directors remains in office, any such vacancy
shall be filled by the Members in General Meeting.
<PAGE>
-3-
(3) Any General Meeting of the Company may appoint a person or persons to
act as a Director or Directors in the alternative to any of the Directors
of the Company or any such Alternate Director may be appointed by the
Director for whom he is to be appointed giving notice of such appointment
to the Secretary; any person so appointed shall have all the rights and
powers of the Director for whom he is appointed in the alternative except
that he shall not be entitled to attend or vote at any meeting of the Board
otherwise than in the absence of such director and shall only be subject to
the provisions of the Act and these Bye-laws insofar as they relate to
Directors when performing the functions of the Director for whom he is
appointed.
(4) An Alternate Director shall, subject to his giving the Company an
address at which notices may be served upon him, be entitled to receive
notices of all Meetings of the Board and to attend and vote as a Director
at any such Board Meeting at which the Director for whom he was appointed
is not personally present and generally to perform at such Meeting all the
functions of the Director for whom he was appointed in the absence of that
Director.
(5) An Alternate Director shall immediately cease to be such if the
Director for whom he was appointed ceases for any reason to be a Director
but may be re-appointed in accordance with Bye-law 4(3) as alternate to the
person appointed to fill the vacancy in accordance with Bye-law 4(2). An
Alternate Director may be removed at any time by the body or Director (as
the case may be) which appointed him. The removal of an Alternate Director
shall be effected by notice left with the Secretary and given to the
Alternate Director concerned.
(6) Subject to any provision to the contrary in these Bye-laws the Members
may, at any Special General Meeting convened and held in accordance with
these Bye-laws, remove a Director at any time provided that the notice of
any such Meeting convened for the purpose of removing a Director shall
contain a statement of the intention so to do and be served on such
Director at least fourteen (14) days before the Meeting and at such Meeting
such Director shall be entitled to be heard on the motion for his removal.
<PAGE>
-4-
(7) A vacancy on the Board created by the removal of a Director under the
provisions of Bye-law 4(6) may be filled by the election or appointment of
a person by the Members at the General Meeting at which such Director is
removed, such person to hold office until the next Annual General Meeting
or until his successor is elected or appointed or, in the absence of such
election or appointment, the Members at such General Meeting may authorise
the Board to fill any vacancy in their number left unfilled.
(8) The Directors may act notwithstanding any vacancy in their number but,
if and so long as their number is reduced below the number fixed by or
pursuant to Bye-law 8 as the necessary quorum of Directors, the continuing
Directors or Director may act only for the purpose of (i) summoning a
General Meeting of the Members or (ii) preserving the assets of the
Company.
5. The office of Director shall be vacated if the Director:
(a) is removed from office pursuant to these Bye-laws or is prohibited
from being a Director under any provision of law;
(b) becomes bankrupt or makes any arrangement or composition with his
creditors generally;
(c) becomes of unsound mind or dies; or
(d) resigns his office by notice in writing to the Company.
6. The Board may meet for the transaction of business, adjourn and otherwise
regulate their Meetings as they see fit.
7. A Meeting of the Board may be convened by the Secretary or by any two (2)
Directors. The Secretary shall convene a Meeting of the Board of which
notice may be given by telephone or otherwise, whenever he shall be
required so to do by the President or Vice President (or Chairman or Deputy
Chairman, as the case may be) or any two (2) Directors.
8. (1) The quorum necessary for the transaction of business at a Meeting of
the Board may be fixed by the Directors and, unless so fixed, shall be two
(2) Directors present in person.
(2) Any Meeting of the Board or any Committee of the Board may be held by
means of such telephone, electronic or other communication facilities which
permit all persons participating in the Meeting to communicate with each
other simultaneously and instantaneously and participation by any person at
any such Meeting by such means shall constitute presence in person by such
person at such Meeting.
(3) A resolution put to the vote at a Meeting of the Board shall be carried
by the affirmative votes of a majority of the votes cast and in the case of
an equality of votes the resolution shall fail.
9. A resolution in writing signed by all the Directors shall be as valid and
effectual as if it had been passed at a Meeting of the Board duly called
and constituted.
<PAGE>
-5-
10. (1) Any individual who is a Director or his firm, partner or a company with
whom he is associated may act in a professional capacity for the Company
and he or his firm, partner or such company shall be entitled to
remuneration for professional services as if he were not a Director,
provided that nothing herein contained shall authorise a Director or the
firm, partner or such company of such Director to act as auditor of the
Company.
(2) The remuneration of the Directors shall be determined by resolution of
the Members and shall be deemed to accrue from day to day. The Directors
may also be paid all traveling, hotel and other expenses properly incurred
by them in attending and returning from Meetings of the Board or any
committee of the Directors or General Meetings of the Members or in
connection with the business of the Company.
(3) A Director who is in any way interested in a contract or proposed
contract with the Company shall declare the nature of his interest as
required by the Act.
(4) Unless disqualified by the chairman of the relevant Board Meeting a
Director may vote in respect of any contract or arrangement in which he is
interested and may be counted in the quorum.
11. All actions taken bona fide at any Meeting of the Board or by a Committee
of the Directors or by any person acting as a Director shall,
notwithstanding that it be afterwards discovered that there was some defect
in the appointment of any such Director or person acting as aforesaid, be
as valid as if every such person had been duly appointed.
GENERAL POWERS OF DIRECTORS
12. (1) In managing the business of the Company the Directors may pay all
expenses incurred in promoting and incorporating the Company and may
exercise all such powers of the Company as are not, by statute or by these
Bye-laws, required to be exercised by the Members in General Meeting;
subject, nevertheless, to any of these Bye-laws, to the provisions of any
statute and to such regulations, being not inconsistent with these Bye-laws
or provisions and as may be prescribed by the Members in General Meeting;
but no regulation made by the Members in General Meeting shall invalidate
any prior act of the Directors which would have been valid if that
regulation had not been made.
(2) Any person contracting or dealing with the Company in the ordinary
course of business shall be entitled to rely on any written or oral
contract or agreement or deed, document or instrument entered into or
executed as the case may be by any two of the Directors acting jointly on
behalf of the Company and the same shall be deemed to be validly entered
into or executed by the Company as the case may be and shall, subject to
any rule of law, be binding on the Company.
<PAGE>
-6-
(3) The Board may from time to time appoint one or more of their body to
the office of managing director or chief executive officer of the Company
who, subject to the control of the Board, shall in general supervise and
administer all of the business and affairs of the Company. The Directors
may entrust to and confer upon such managing director or chief executive
officer any of the powers exercisable by them upon such terms and
conditions and with such restrictions as they may think fit and either
collaterally with or to the exclusion of their own powers and may from time
to time revoke, withdraw, alter or vary all or any of such powers.
(4) The Board may appoint some person or persons to act as manager of the
Company's day-to-day business and may entrust to and confer upon such
manager such powers and duties as they deem appropriate for the transaction
or conduct of such business and the Directors shall not be responsible for
the negligence or default of any such person if employed in good faith.
(5) The Board may from time to time and at any time authorise any Director
or Officer to act on behalf of the Company for any specific purpose and in
connection therewith to execute any agreement, document or instrument on
behalf of the Company.
(6) The Board may from time to time and at any time by power of attorney
appoint any company, firm, or person or body of persons, whether nominated
directly or indirectly by the Directors, to be the attorney or attorneys of
the Company for such purposes and with such powers, authorities and
discretions (not exceeding those vested in or exercisable by the Directors)
and for such period and subject to such conditions as they may think fit;
and any such powers of attorney may contain such provisions for the
protection and convenience of persons dealing with any such attorney as the
Directors may think fit and may also authorise any such attorney to
sub-delegate all or any of the powers, authorities and discretions so
vested in the attorney. Such attorney or attorneys may, if so authorised
under the Seal of the Company, execute any deed or instrument under their
personal seal with the same effect as the affixation of the Company Seal,
13. (1) The Board may delegate any of their powers to a committee consisting of
two or more of the Directors together with such other persons as the Board
may appoint, but every such committee shall conform to such directions as
the Board shall impose on them.
(2) The Board may appoint, suspend or remove any manager, secretary, clerk,
agent or employee of the Company and may fix their remuneration and
determine their duties.
14. The Board may exercise all the powers of the Company to borrow money and to
mortgage or charge its undertaking, property and uncalled capital, or any
part thereof, and may issue debentures, debenture stock and other
securities whether outright or as security for any debt, liability or
obligation of the Company or any third party.
<PAGE>
-7-
OFFICERS
15. (1) The Officers of the Company shall consist of a President and a Vice
President, (or a Chairman and a Deputy Chairman), the Secretary and such
additional Officers as the Board may from time to time determine all of
whom shall be deemed to be Officers for the purposes of the Act and these
Bye-laws.
(2) The Board shall, as soon as possible after the Statutory Meeting of
Members and thereafter whenever such offices shall he vacant elect one of
their number to be President or Chairman of the Company and another of
their number to be Vice President or Deputy Chairman; and, if more than one
Director is proposed for either of these officers, the election to such
office shall take place in such manner as the Directors may determine.
(3) The Officers shall receive such remuneration as the Directors may from
time to time determine.
16. The Secretary and additional Officers, if any, shall be appointed by the
Board and shall hold office during the pleasure of the Board.
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17. The President (or the Chairman, as the case may be), shall act as chairman
at all General Meetings of the Members and of the Directors at which he is
present. in his absence, the Vice President (or the Deputy Chairman, as the
case may be) shall be chairman and, in the absence of both of them, a
chairman shall be elected by those present at the Meeting.
18. The Secretary shall attend all General Meetings of the Members and of the
Directors and shall keep correct minutes of such Meetings and enter the
same in The proper books provided for the purpose. He shall perform such
other duties as are prescribed by the Act or these Bye-laws or as may be
prescribed by the Board.
19. The Officers of the Company shall have such powers and perform such duties
in respect of the management, business and affairs of the Company as may be
delegated to them by the Board from time to time.
MINUTES
20. The Board shall cause Minutes to be duly entered in books provided for the
purpose:
(a) of all elections and appointments of Officers;
(b) of the names of the Directors present at each Meeting of the Board and
of any Committee of the Directors; and
(c) of all resolutions and proceedings of General Meetings of the Members,
Meetings of the Board and Meetings of Committees of the Directors.
MEETINGS
21. The Annual General Meeting of the Members of the Company shall be held in
each year other than the year of incorporation at such time and place as
the President or Vice President (or the Chairman or Deputy Chairman, as the
case may be) or, failing them, the Board shall appoint. At least five (5)
days notice of such Meeting shall be given to the Members, the Directors
and any other person entitled thereto stating the date, place and time at
which the Meeting is to be held, that the election of Directors will take
place thereat and, as far as practicable, the other objects of the Meeting.
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22. The Directors may convene a Special General Meeting of the Members whenever
in their judgment such a Meeting is necessary, upon not less than five (5)
days notice thereof which shall be given to the Members, the Directors and
any other person entitled thereto, which notice shall state the time, place
and the general nature of the business to be considered at the Meeting.
23. The accidental omission to give notice of a Meeting to, or the non-receipt
of notice of a Meeting by, any person entitled to receive notice shall not
invalidate the proceedings at that Meeting.
24. Members holding not less than one-tenth (1/10th) part in value of the
issued and outstanding shares of the Company shall at all times have the
right, by written requisition to the President or Vice President (or the
Chairman or Deputy Chairman, as the case may be) or the Secretary of the
Company, to require a Special General Meeting to be called by the Directors
for the transaction of any business specified in such requisition; and such
Meeting shall be held within two (2) months after the deposit of such
requisition. It within twenty-one (21) days of such deposit, the Directors
fail to proceed to convene such Meeting, the requisitionists themselves may
do so in accordance with the relevant provisions of the Act.
25. (1) A General Meeting of the Members shall, notwithstanding that it is
called by shorter notice than that specified in these Bye-laws, be deemed
to have been properly called if it is so agreed (i) in the case of an
Annual General Meeting, by all the Members entitled to attend and vote
thereat; and (ii) in the case of a Special General Meeting, by a majority
in number of the Members having a right to attend and vote at the Meeting,
being a majority together holding not less than ninety-five (95%) percent
in nominal value of the issued and outstanding shares giving a right to
attend and vote thereat.
(2) Any Member, in person or by duly authorised attorney, may waive notice
of any General Meeting.
(3) The Directors may postpone any General Meeting called in accordance
with the provisions of Bye-laws 21 or 22, provided that notice of
postponement is given to each Member not less than forty-eight (48) hours
before the time for such Meeting; and provided further that fresh notice of
the date, time and place for the postponed Meeting shall be given to each
Member in accordance with the provisions of these Bye-laws.
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26. (1) At any General Meeting of the Members, two (2) individuals, each a
Member, a corporate representative or a proxy holder and entitled to vote
at such Meeting, present throughout the Meeting shall form a quorum for the
transaction of business provided that if the Company shall have only one
Member, that Member present in person or by proxy shall form a quorum for
the transaction of business. If, within half an hour from the time
appointed for the Meeting, a quorum is not present, the Meeting shall stand
adjourned to the same day two (2) weeks later, at the same time and place
or to such other day, time or place as the President or Chairman, Vice
President or Deputy Chairman or any Director attending at the appointed
time may determine.
(2) The chairman may, with the consent of any General Meeting of the
Members at which a quorum is present (and shall, if so directed by the
Meeting), adjourn the Meeting from time to time and from place to place,
but no business shall be transacted at any adjourned Meeting other than the
business left unfinished at the Meeting from which the adjournment took
place, unless notice of such new business and of the adjourned Meeting has
been given as in the case of an original Meeting. Save as aforesaid, it
shall not be necessary to give any notice of the adjourned Meeting or of
the business to be transacted at the adjourned Meeting, save and except for
a Meeting adjourned sine die, in which case notice of the adjourned Meeting
shall be given as in the case of an original Meeting.
(3) A General Meeting of the Members may be held by means of such
telephone, electronic or other communication facilities which permit all
persons participating in the Meeting to communicate with each other
simultaneously and instantaneously and participation by any person at any
such Meeting by such means shall constitute presence in person by such
person at such Meeting.
27. (1) Except where the Act or these Bye-laws expressly requires that a
General Meeting of Members be held for a particular purpose or in
particular circumstances or that a particular mater be dealt with by the
Members at a General Meeting, a resolution in writing (which may be in
counterparts) which does not relate to such particular purpose,
circumstances or matter signed by all of the Members who at the date of the
resolution would be entitled to attend a General Meeting and vote on the
resolution, shall be as valid and effectual as if it had been passed by a
General Meeting duly called and constituted.
(2) The date of any resolution passed pursuant to Bye-law 27(1) shall be
the date that it is signed by the last member to sign it.
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28. (1) Subject to the relevant provisions of the Act, at any General Meeting
of the Members, any question proposed for the consideration of the Members
shall be decided on a simple majority of the votes cast by the holders of
the outstanding voting shares, in accordance with the provisions of these
Bye-laws.
(2) No Member shall be entitled to vote at any General Meeting, whether in
person or by proxy, unless he has paid all the calls on all shares held by
him.
(3) At any General Meeting a resolution put to the vote of the Meeting
shall, in the first instance, be voted upon by a show of hands and, subject
to any rights or restrictions for the time being lawfully attached to any
class of shares and subject to the provisions of Bye-law 28(5), every
Member present in person or by proxy shall be entitled to one vote.
(4) At any General Meeting of the Members a declaration by the chairman
that a question proposed for consideration has, on a show of hands, been
carried, or carried unanimously, or by a particular majority, or lost, and
an entry to that effect in a book containing the Minutes of the proceedings
of the Members shall, subject to the provisions of Bye-law 28(5), be
conclusive evidence of that fact without proof of the number or proportion
of the votes recorded in favour of or against such question.
(5) Notwithstanding the provisions of Bye-laws 28(3) and 28(4), at any
General Meeting it shall be lawful, in respect of any question proposed for
the consideration of the Members (whether before or on the declaration of
the result of a show of hands as provided for in Bye-law 28(3)) for a poll
to be demanded by any of the following persons:
(a) the chairman of such Meeting;
(b) at least three (3) Members present in person or represented by proxy;
(c) any Member or Members present in person or represented by proxy and
holding between them not less than one-tenth (1/10th) of the total
voting rights of all the Members having the right to vote at such
Meeting; or
(d) any Member or Members present in person or represented by proxy
holding shares in the Company conferring the right to vote at such
Meeting, being shares on which an aggregate sum has been paid up equal
to not less than one-tenth (1/10th) of the total sum paid up on all
such shares conferring such right.
(6) Where, in accordance with the provisions of Bye-law 28(5), a poll is
demanded, subject to any rights or restrictions for the time being lawfully
attached to any class of shares, every Member present in person or by proxy
at such Meeting shall have one vote for each share of which he is the
holder and such vote shall be counted in such manner as the chairman may
direct and
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the result of such poll shall be deemed to be the resolution of the Meeting
at which the poi1 was demanded and shall replace any previous resolution
upon the same matter which has been the subject of a show of hands.
(7) A poll demanded in accordance with the provisions of Bye-law 28(5), for
the purpose of electing a chairman or on a question of adjournment, shall
be taken forthwith and a poll demanded on any other question shall be taken
in such manner and at such time and place as the chairman may direct and
any business other than that upon which a poll has been demanded may be
proceeded with, pending the taking of the poll.
(8) In the case of an equality of votes, whether on a show of hands or on a
poll, the chairman of the Meeting at which such show of hands takes place
or at which such poll is demanded, shall be entitled to a second or casting
vote.
29. Where a vote is taken by poll, each Member or proxy holder entitled to vote
shall be furnished with a ballot paper on which he shall record his vote in
such manner as shall be determined at the Meeting having regard to the
nature of the question on which the vote is taken and any vote cast in such
a poll by telephone, electronic or other communication facility shall be
recorded by the chairman or a person appointed by him for that purpose on
such a ballot paper. Each ballot paper on which a vote is so recorded shall
be signed or initialled or otherwise marked so as to identify the voter. At
the conclusion of the poll, the ballot papers shall be examined by a
committee of not less than two (2) Members appointed for the purpose and
the result of the poll shall be declared by the chairman.
30. (1) In the case of joint holders, the vote of the senior holder who tenders
a vote, whether in person or by proxy, shall be accepted to the exclusion
of the votes of the other joint holders; and for this purpose, seniority
shall be determined by the order in which the names stand in the Register
of Members.
(2) A proxy holder need not be a Member of the Company. The instrument
appointing a proxy shall be in writing in the form, or as near thereto as
circumstances admit, of Form "D" in the Schedule hereto under the hand of
the appointor or of his attorney duly authorised in writing or, if the
appointor is a corporation, either under its seal or under the hand of a
duly authorised officer or attorney. The decision of the chairman of any
General Meeting as to the validity of any instrument of proxy shall be
final.
(3) A corporation which is a Member of the Company may, by resolution of
its Directors, authorise such person as it thinks fit to act as its
representative at any General Meeting of the Members of the Company, and
the person so authorised shall be entitled to exercise the same powers on
behalf of the corporation which he represents as that corporation could
exercise if it were an individual Member of the Company, and the attendance
at a General Meeting of such an authorised person shall constitute the
presence in person of the corporate Member in question.
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SHARE CAPITAL AND SHARES
31. The holders of the ordinary shares shall be entitled to rank pari passu in
all respects with each other holder of the ordinary shares. The Company may
purchase the ordinary shares for cancellation in accordance with the
relevant provisions of the Act.
32. (1) Subject to these Bye-laws or any resolution of the Members to the
contrary and without prejudice to any special rights previously conferred
on the holders of any existing shares or class of shares, the Directors
shall have power to issue any unissued shares of the Company on such terms
and conditions as they may determine and any shares or class of shares may
be issued with such preferred, deferred or other special rights or such
restrictions, whether in regard to dividend, voting, return of capital or
otherwise, as may from time to time be prescribed by resolution of the
Members.
(2) Subject to the relevant provisions of the Act, any preference shares
may be issued or converted into shares that, at a determinable date or at
the option of the Company, are liable to be redeemed on such terms and in
such manner as the Company before the issue or conversion may, by
resolution of the Members, determine.
(3) If at any time the share capital is divided into different classes of
shares, the rights attached to any class (unless otherwise provided by the
terms of issue of the shares of that class) may, whether or not the Company
is being wound-up, be varied with the consent in writing of the holders of
three-fourths (3/4ths) of the issued and outstanding shares of that class
or with the sanction of a resolution passed by a majority of the votes cast
at a separate General Meeting of the holders of the shares of the class in
accordance with the relevant provisions of the Act. The rights conferred
upon the holders of the shares of any class issued with preferred or other
rights shall not, unless otherwise expressly provided by the terms of issue
of the shares of that class, be deemed to be varied by the creation or
issue of further shares ranking pari passu therewith.
(4) The Company shall be entitled to treat the registered holder of any
share as the absolute owner thereof and, accordingly, shall not be bound to
recognise any equitable or other claim to, or interest in, such share on
the part of any other person.
(5) Except as expressly permitted by the relevant provisions of the Act,
the Company shall not give, whether directly or indirectly, whether by
means of loan, guarantee, provision of security or otherwise, any financial
assistance for the purpose of a purchase or subscription made or to be made
by any person of or for any shares in the Company.
(6) The Company may provide money for the purchase of shares in the Company
or its holding company in accordance with an employees share scheme as
contemplated and permitted by the relevant provisions of the Act
<PAGE>
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and may require or allow the sale of such shares to the Company when an
employee ceases to be employed by the Company.
(7) The Members in General Meeting may from time to time by resolution
alter the conditions of its Memorandum of Association so as to increase,
alter or reduce its share capital in accordance with the relevant
provisions of the Act.
33. (1) Any dividend, interest or other moneys payable in cash in respect of
shares may be paid by cheque or draft sent through the post directed to the
relevant Member at his address in the Register of Members or, in the case
of joint holders, to such address of the Member first named in the Register
of Members, or to such person and to such address as the Member or joint
holders may in writing direct. If two or more persons are registered as
joint holders of any shares, any one such person can give an effectual
receipt for any dividend payable in respect of such shares.
(2) Where two or more persons are registered as joint holders of a share or
shares then, in the event of the death of any joint holder or holders, the
remaining joint holder or holders shall be absolutely entitled to the said
shares and the Company shall recognise no claim in respect of the estate of
any joint holder, except in the case of the last survivor of such joint
holders.
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34. (1) Unless otherwise determined by the Board, the certificates of the
shares of the Company need not have distinguishing numbers.
(2) Every Member shall be entitled to a certificate under the Seal of the
Company (or a facsimile thereof) specifying the shares held by him and
whether the same are fully paid up and, if not, how much has been paid
thereon. If any such certificate shall be proved to the satisfaction of the
Directors to have been worn out, lost, mislaid or destroyed, the Directors
may cause a new certificate to be issued and request an indemnity for the
lost certificate, if they see fit.
CALLS ON SHARES
35. The Board may from time to time make such calls as they think fit upon the
Members in respect of all moneys unpaid on the shares allotted to or held
by them and, if a call is not paid on or before the day appointed for
payment thereof, the Member who has not paid such call may, at the
discretion of the Board, be liable to pay the Company interest on the
amount of such call at such rate of interest as the Board may determine,
from the date when such call was payable up to the actual date of payment.
The joint holders of a share shall be jointly and severally liable to pay
all calls in respect thereof.
36. The Board may, on the issue of shares, differentiate between the holders as
to the amount of calls to be paid and the times of payment of such calls.
REGISTER OF MEMBERS AND
REGISTER OF DIRECTORS AND OFFICERS
37. (1) The Company shall keep in one or more books a Register of its Members
and shall enter therein the following particulars with respect to each
Member;
(a) the name and address of each Member, the number of shares held by
him and the amount paid or agreed to be considered as paid on
such shares;
(b) the date on which each person was entered in the Register of
Members; and
(c) the date on which any person ceased to be a Member.
<PAGE>
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(2) The Company shall keep in one or more books a Register of its Directors
and Officers and shall enter therein the following particulars with respect
to each of its Directors, each President, Vice-President, Chairman and
Deputy Chairman who is also a Director and the Secretary:
(a) his present first name and surname;
(b) his address: and
(c) in the case of a local company, whether he possesses Bermudian
status.
38. The Register of Members and the Register of Directors and Officers shall be
open to inspection at the office of the Company between 10:00 a.m. and
12:00 Noon on every business day. The Register of Members may, after notice
has been given by advertisement in an appointed newspaper to that effect,
be closed for any time or times not exceeding in the whole thirty (30) days
in each year.
39. Notwithstanding any other provision of these Bye-laws, the Board may fix
any date as the record date for:
(a) determining the Members entitled to receive any dividend and such
record date may be on, or not more than, thirty (30) days before
or after any date on which such dividend is declared; and
(b) determining the Members entitled to receive notice of and to vote
at any General Meeting of the Company.
TRANSFER OF SHARES
40. The instrument of transfer of any share of the Company shall be in the
form, or as near thereto as circumstances admit, of Form "A" in the
Schedule hereto. The Transferor shall be deemed to remain the holder of
such share until the same has been transferred to the transferee in the
Register of Members.
41. (1)The Directors may, in their absolute discretion and without assigning
any reason therefor, refuse to register the transfer of a share.
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(2) If the Directors refuse to register a transfer of any share, the
Company shall, within three (3) months after the date on which the
transfer was lodged with the Company, send to the transferor and
transferee notice of the refusal.
42. The Board may refuse to recognise any instrument of transfer, unless it is
accompanied by the certificate of the shares to which it relates and by
such other evidence as the Board may reasonably require to show the right
of the transferor to make the transfer.
43. The joint holders of any share or shares may transfer such share or shares
or any one or more of them to one or more of such joint holders; and the
surviving holder or holders of any share or shares previously held by them
jointly with a deceased Member may transfer any such share to the executors
or administrators of such deceased Member.
TRANSMISSION OF SHARES
44. In the case of the death of a Member, the survivor or survivors where the
deceased was a joint holder, and the legal personal representative(s) of
the deceased where he was a sole holder, shall be the only person(s)
recognised by the Company as having any title to his interest in the
shares; but nothing herein contained shall release the estate of a deceased
joint holder from any liability in respect of any share which had been
jointly held by him with other persons. Subject to the relevant provisions
of the Act, for the purpose of this Bye-law, legal personal representative
means the executor or administrator of a deceased Member, or such other
person as the Board may in their absolute discretion decide as being
properly authorised to deal with a share of a deceased Member.
45. Any person becoming entitled to a share in consequence of the death or
bankruptcy of any Member may be registered as a Member upon such evidence
as the Board may deem sufficient or may, instead of being registered
himself, elect to have some person named by him registered as a transferee
of such share and, in such case, the person becoming entitled shall execute
to his nominee an instrument of transfer in the form, or as near thereto as
circumstances admit, of Form "B" in the Schedule hereto; and on the
presentation thereof to the Board accompanied by such evidence as they may
require to prove the title of the transferor, the transferee shall be
registered as a Member, but the Board shall, in either case, have the same
right to decline or suspend registration as they would have had in the case
of a transfer of the share by that Member before his death or bankruptcy,
as the case may be.
<PAGE>
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FORFEITURE OF SHARES
46. If any Member fails to pay on the day appointed for payment thereof any
call in respect of any share allotted to or held by him, the Board may, at
any time thereafter during such time as the call remains unpaid, direct the
Secretary to forward to such Member a notice similar to Form "C" in the
Schedule hereto and, if the requirements of such notice are not complied
with, any such share may at any time thereafter before the payment of such
call and the interest due in respect thereof (at a rate determined by the
Directors) be forfeited by a resolution of the Directors to that effect,
and such share shall thereupon become the property of the Company and be
disposed of as the Board shall determine.
47. A Member whose share or shares have been forfeited as aforesaid shall,
notwithstanding such forfeiture, be liable to pay to the Company all calls
owing on such share or shares at the time of the forfeiture and all
interest due thereon.
DIVIDENDS
48. (1) Subject to the relevant provisions of the Act, the Board may from time
to time declare and cause dividends (including such interim dividends as
may appear to the Board to be justified by the financial position of the
Company) to be paid by the Company to the Members in proportion to the
number of shares held by them, and any such dividend may be paid in cash or
wholly or partly in specie in which case the Board may fix the value for
distribution in specie of any assets.
(2) The Members in General Meeting may declare or may authorise the Board
to make such other distributions (in cash or in specie) to the Members as
may be lawfully made, but no such distributions shall exceed the amount
recommended by the Board.
49. The Board may from time to time before declaring a dividend set aside out
of the surplus or profits of the Company such sum as they think proper as a
reserve fund to be used to meet contingencies or for equalising dividends
or for any other special purpose.
50. The Board may deduct from the dividends or distributions payable to any
member all money due by him to the Company on account of calls or
otherwise.
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CAPITALISATION
51. The Members in General Meeting may, on the recommendation of the Board,
resolve that it is desirable to capitalise:
(a) any part of the amount for the time being standing to the credit of
any of the Company's share premium or other reserve accounts, or to
the, credit of the profit and loss account or otherwise available for
distribution, by applying such sum in paying up unissued shares, to be
allotted as fully paid bonus shares pro rata to the Members of the
Company; and
(b) any sum on reserve account or sums otherwise available for
distribution by applying such amounts in paying up in full partly paid
shares of those Members who would have been entitled to such sums if
they were distributed by way of dividend or such distribution; and the
Directors shall give effect to any such resolution.
ACCOUNTS AND FINANCIAL STATEMENTS
52. In accordance with the requirements of the Act, the Company shall cause to
be kept proper records of account with respect to all receipts and
expenditures, all sales and purchases and the assets and liabilities of the
Company for the time being and such records of account shall be kept at the
registered office of the Company or, subject to the relevant provisions of
the Act, at such other place as the Board thinks fit and shall be open to
the inspection of the Directors during normal business hours.
53. The financial year end of the Company may be determined by resolution of
the Board and, failing such resolution, shall be the 31st day of December
in each year.
54. in accordance with the requirements of the Act, audited financial
statements of the Company for the immediately preceding completed financial
year, shall be laid each year before the Members in General Meeting;
provided that such laying of audited financial statements may be waived by
agreement of all Members and Directors.
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AUDIT
55. Subject to the ability of all of the Members and Directors by agreement to
waive the requirement to appoint an auditor in accordance with the relevant
provisions of the Act, at each Annual General Meeting an independent
representative of the Members shall be appointed by them as Auditor of the
Company and such Auditor shall hold office until the Members appoint
another Auditor or until he retires or is replaced in accordance with the
Act.
56. Any Auditor appointed pursuant to Bye-law 55 may be a Member, but no
Director or Officer or employee of the Company shall, during his
continuance in office, be eligible to act as an Auditor of the Company.
57. The remuneration of the Auditor shall be fixed by the Members in General
Meeting or in such other manner as the Members may determine.
58. If the office of Auditor becomes vacant by the resignation or death of the
Auditor or by his becoming incapable of acting by reason of illness or
other disability at a time when his services are required, the Directors
shall as soon as practicable convene a Special General Meeting to fill the
vacancy.
59. The Auditor shall at all reasonable times have access to all books kept by
the Company and to all accounts and vouchers relating thereto; and he may
call on the Directors or Officers of the Company for any information in
their possession relating to the books or affairs of the Company.
60. Unless such requirement is waived as provided for by Bye-law 54, the
financial statements of the Company required to be laid before the Members
in General Meeting shall be audited by the Auditor, which audit shall be
made in accordance with generally accepted auditing standards and the
report of the Auditor thereon together with such audited financial
statements shall be submitted to the Members in General Meeting in
accordance with the relevant provisions of the Act.
NOTICES
61. A notice may be given by the Company to any Member or any Director or
Officer either by delivering it to him in person or by sending it to his
address in the Register of Members or the Register of Directors and
Officers, respectively, or to such other address given for the purpose. For
the purposes of this Bye-law, a notice may be sent by mail, courier
service, cable, telex, telecopier, facsimile or any other method now known
or hereafter invented for transmitting written telecommunication in legible
and permanent form.
62. Any notice required to be given to the Members shall, with respect to any
shares held jointly by two or more persons, be given to whichever of such
persons is named first in the Register of Members and notice so given shall
be sufficient notice to all such persons.
63. Any notice shall be deemed to have been served at the time when the same
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would be delivered in the ordinary course of transmission and, in proving
such service, it shall be sufficient to prove that the notice was properly
addressed and prepaid, if posted, and the time when it was posted,
delivered to the courier or to the cable company or transmitted by telex,
facsimile or other method as the case may be.
SEAL OF THE COMPANY
64. (1) The Seal of the Company shall be kept in Bermuda and shall not be
affixed to any instrument except over the signature of a Director and the
Secretary or any two Directors or the signature of some person appointed by
the Directors for the purpose; provided that the Secretary may affix the
Seal of the Company over his signature only to any authenticated copies of
these Bye-laws, the incorporating documents of the Company, the minutes of
any meetings or any other documents required to be authenticated by him and
to any instrument which a Meeting of the Board has specifically approved
beforehand.
(2) The Directors may authorise the keeping of one or more duplicate Seals
of the Company for use in any territory or place, and any deed or other
document to which any such duplicate seal is duly affixed shall bind the
Company as if it had been sealed with the Seal of the Company.
INDEMNITY
65. (1) The Directors, Secretary and other Officers for the time being of the
Company and the Liquidator or Trustees (if any) for the time being acting
in relation to any of the affairs of the Company and every one of them, and
every one of their heirs, executors and administrators, shall be
indemnified and secured harmless out of the assets and profits of the
Company from and against all actions, costs, charges, losses, damages and
expenses which they or any of them, their or any of their heirs, executors
or administrators, shall or may incur or sustain by or by reason of any act
done, concurred in or omitted in or about the execution of their duty, or
supposed duty, in their respective offices or trusts; and none of them
shall be answerable for the acts, receipts, neglects or defaults of the
other or others of them or for joining in any receipts for the sake of
conformity, or for any bankers or other persons with whom any moneys or
effects belonging to the Company shall or may be lodged, or deposited for
safe custody, or for insufficiency or deficiency of any security upon which
any moneys of or belonging to the Company shall be placed out on or
invested, or for any other loss, misfortune or damage which may happen in
the execution of their respective offices or trusts, or in relation
thereto; provided that this indemnity shall not extend to any liability in
respect of any wilful negligence, wilful default, fraud or dishonesty which
may attach to any of said persons.
(2) Each Member agrees to waive any claim or right of action he might have,
whether individually or by or in the right of the Company, against any
Director on account of any action taken by such Director, or the failure of
such Director
<PAGE>
-22-
to take any action in the performance of his duties with or for the
Company; provided that such waiver shall not extend to any liability in
respect of any wilful negligence, wilful default, fraud or dishonesty which
may attach to such Director.
WINDING-UP
68. If the Company shall be wound up, the Liquidator may, with the sanction of
a resolution of the Members, divide amongst the Members in specie or in
kind the whole or any part of the assets of the Company (whether they shall
consist of property of the same kind or not) and may, for such purpose, set
such value as he deems fair upon any property to be divided as aforesaid
and may determine how such division shall be carried out as between the
Members or different classes of Members. The Liquidator may, with the like
sanction, vest the whole or any part of such assets in trustees upon such
trusts for the benefit of the Members as the Liquidator, with the like
sanction, shall think fit, but so that no Member shall be compelled to
accept any shares or other securities or assets whereon there is any
liability.
ALTERATION OF BYE-LAWS
67. No Bye-law shall be rescinded, altered or amended and no new Bye-law shall
be made until the same has been approved by a resolution of the Board and
confirmed by a resolution of the Members in General Meeting.
<PAGE>
-23-
SCHEDULE TO COMPOSITE BYE-LAWS
FORM A
TRANSFER OF A SHARE OR SHARES
FOR VALUE RECEIVED (fill in amount for purposes of stamp duty, if applicable) I,
(name in full of transferor), hereby sell, assign and transfer unto (name in
full of transferee) of (address) (number of shares) shares of the capital stock
of (Name of Company) represented by the attached certificate.
WITNESS our hands this _____ day of ______________________, 19__.
Witness Sign Here: ______________________________
(Transferor)
Witness Sign Here: ______________________________
(Transferee)
<PAGE>
-24-
FORM B
TRANSFER BY A PERSON
BECOMING ENTITLED ON
DEATH OF A MEMBER
I, (or we) having become entitled in consequence of the death of (name of the
deceased Member) to (number) share (or shares) numbered (number(s) in figures)
standing in the Register of Members of (Name of Company) in the name of the said
(name of deceased Member) instead of being registered myself (or ourselves)
elect to have (name of transferee) registered as a transferee of such share (or
shares) and I (or we) do hereby accordingly transfer the said share (or shares)
to the said (name of transferee) to hold the same unto the said (name of
transferee), his executors, administrators and assigns subject to the conditions
on which the same were held at the time of the execution thereof; and I (or we)
the said (name of transferee) do hereby agree to take the said share (or shares)
subject to the same conditions.
WITNESS our hands this ____ day of ___________, 19__.
Signed by the above-named )
(person or persons entitled) )
in the presence of ) _________________________________
Signature of Transferor
Signed by the above named )
(person or persons entitled) )
in the presence of ) _________________________________
Signature of Transferee
<PAGE>
-25-
FORM C
NOTICE OF LIABILITY
TO FORFEITURE FOR
NON PAYMENT OF CALL
To: (Name of shareholder who has failed to pay call on shares).
You have failed to pay the call in the amount of (amount of call) made on the
_______ day of ____________ 19__, in respect of the (number) share (or shares)
numbered (numbers in figures) standing in your name in the Register of Members
of (Name of Company) on the _______ day of _____________ 19__, the day appointed
for payment of such call. You are hereby notified that unless you pay such call,
together with interest thereon at the rate of ____________ per annum computed
from the said ______ day of _____________ 19__, on or before the ______ day of
______________ 19__, at the registered office of the said Company, the said
share (or shares) will be liable to be forfeited.
Dated this ______ day of ___________,19__.
____________________________________
(Signature of Secretary)
By Order of the Directors
(Name of the Company)
<PAGE>
Exhibit 3.124
COMPOSITE MEMORANDUM OF ASSOCIATION
OF
INTERNATIONAL MUSIC TOUR I LTD.
- --------------------------------------------------------------------------------
(hereinafter referred to as "the Company")
1. The liability of the members of the Company is limited to the amount (if
any) for the time being unpaid on the shares respectively held by them.
2. We, the undersigned, namely,
NAME ADDRESS BERMUDIAN NATIONALITY NUMBER OF
STATUS SHARES
(Yes/No) SUBSCRIBED
Sutherland Travelers Roost Yes British 001
Arthur Hastings Road
MORRIS Point Shares
Pembroke, Bermuda
Dudley Chaingate Hill No British 001
Reginald Devonshire
COTTINGHAM
do hereby respectively agree to take such number of shares of the Company as may
be allotted to us respectively by the provisional directors of the Company, not
exceeding the number of shares for which we have respectively subscribed, and to
satisfy such calls as may be made by the directors, provisional directors or
promoters of the Company in respect of the shares allotted to us respectively.
<PAGE>
3. The Company is to be an exempted Company as defined by the Companies Act
1981.
4. The Company has power to hold land situate in Bermuda not exceeding in all,
including the following parcels -
N/A
5. The authorised share capital of the Company is US$12,000.00 divided into
12,000 ordinary shares of US$1.00 each.
6. The objects for which the Company is formed and incorporated are -
See attached Schedule A
7. The Company has the additional powers set out in Schedule B annexed hereto.
<PAGE>
Signed by each subscriber in the presence of at least one witness attesting the
signature thereof -
/s/ S. Arthur Morris /s/ [ILLEGIBLE]
- ------------------------ --------------------------
S. Arthur Morris
/s/ Dudley R. Cottingham /s/ [ILLEGIBLE]
- ------------------------ --------------------------
Dudley R. Cottingham
- ------------------------ --------------------------
- ------------------------ --------------------------
(Subscribers) (Witnesses)
SUBSCRIBED this 8th day of January, 1997
<PAGE>
SCHEDULE A
6. The objects for which the Company is formed and incorporated are -
(i) To act and to perform all the functions of a holding company in
all its branches and to coordinate the policy and administration
of any subsidiary company or companies wherever incorporated or
carrying on business or of any group of companies which the
Company or any subsidiary company is a member or which are in any
manner controlled directly or indirectly by the Company;
(ii) To carry on the businesses of entertainment promoters, sports
promoters, artistes' managers and representatives in all or any
spheres of entertainment and sport;
(iii) To provide on such terms as may seem expedient all or any of the
management, secretarial, advertising, publicity, bookkeeping,
merchandising, personal and social facilities and services
required or used in connection with their professional
engagements by artistes and others engaged in musical,
theatrical, film, video, radio, television entertainment or
sporting activities;
(iv) To acquire copyrights, rights of production or presentation,
licenses and concessions of any sort likely to be conducive to
the objects of the company;
(v) To employ persons to write, compose or adapt plays, films, video,
radio, television productions, sketches, songs, music and dances;
(vi) To print, publish, or cause to be printed or published any play,
film, video, song, music or words of which the company has a
copyright or right to publish, and to sell and distribute and
deal with any matter so printed as the company may think fit, and
to grant licenses or rights in respect of any property of the
company or any other person or persons, firm or company;
(vii) To enter into agreements with authors or others for the
presentation of films, video, radio and television productions,
musical compositions, plays and other dramatic and musical
entertainments;
(viii) To carry on the businesses of music printers, copyists,
publishers, booksellers, scenic artists, art decorators,
contractors for the supply of scenery and the erection and
fitting up of temporary or permanent stages, theatres or halls;
(ix) To carry on the business of literary, theatrical, advertising,
publicity, press and employment agents, and to undertake and
execute any agency or agencies, and in particular for authors,
dramatists, composers, actors, musicians, singers, entertainers,
sports personalities, theatre proprietors and managers, film and
television producers or others;
<PAGE>
SCHEDULE A (continued)
(x) To carry on the business of producers and presenters of and
dealers in plays, revues, opera, ballet, pantomimes, pageants,
musical and dramatic works, and displays and entertainments of
all kinds involving music of all kinds, the theatre, cinema, ice
rinks, variety stage, radio, television, and other means of
transmitting sound or pictorial effects, and to enter into any
arrangements for the management, conduct and control of any such
business or businesses, and for the supply of plays, opera and
ballet works, dances, scripts, libretti, music, artistes,
performers, musicians, materials and other facilities;
(xi) To carry on the business of proprietors, lessees, licensees and
managers of theatres, concert halls, cinemas, sports
accommodation, courts and facilities, ice rinks, studios and
other buildings and property;
(xii) As set out in paragraphs (b) to (n) and (p) to (u) inclusive of
the Second Schedule of the Companies Act 1981.
<PAGE>
SCHEDULE B
(referred to in Clause 7 of the Memorandum of Association)
Re: INTERNATIONAL MUSIC TOUR I LTD.
(a) To borrow and raise money in any currency or currencies and to secure or
discharge any obligation in any matter and in particular (without prejudice
to the generality of the foregoing) by mortgages of or charges upon all or
any part of the undertaking, property and assets present and future) and
uncalled capital of the Company or by the creation and issue of securities.
(b) To enter into any guarantee, contract of indemnity or suretyship and in
particular (without prejudice to the generality of the foregoing) to
guarantee, support or secure, with or without consideration, whether by
personal obligation or by mortgaging or charging all or any part of the
undertaking, property and assets (present and future) and uncalled capital
of the Company or both such methods or in any other manner, the performance
of any obligations or commitments, of, and the repayment or payment of the
principal amounts of and any premiums, interest, dividends and other moneys
payable on or in respect of any securities or liabilities of, any personal
including (without prejudice to the generality of the foregoing) any
company which is for the time being a subsidiary or a holding company of
the Company or another subsidiary of a holding company of the Company or
otherwise associated with the Company.
(c) To accept, draw, make, create, issue, execute, discount, endorse, negotiate
bills of exchange, promissory notes, and other instruments and securities,
whether negotiable or otherwise.
(d) To sell, exchange, mortgage, charge, let or rent, share of profit, royalty
or otherwise, grant licenses, easements, options, servitudes and other
rights over, and in any other manner deal with or dispose of, all or any
part of the undertaking, property and assets (present and future) of the
Company for any consideration and in particular (without prejudice to the
generality of the foregoing) for any securities.
(e) To issue and allot securities of the Company for cash or in payment or part
payment for any real or personal property purchased or otherwise acquired
by the Company for any obligation or amount (even if less than the nominal
amount of such securities) or for any other purpose.
<PAGE>
SCHEDULE B (continued)
(f) To giant pensions, annuities, or other allowances, including allowances on
death, to any directors, officers or employees or former directors,
officers or employees of the Company or any company which at any time is or
was a subsidiary or a holding company or another subsidiary of a holding
company of the Company or otherwise associated with the Company or of any
predecessor in business of any of them, and to the relations, connections
or dependents of any such persons, and to other persons whose service or
services have directly or indirectly been of benefit to the Company or whom
the Company considers have any moral claim on the Company or to their
relations, connections or dependents, and to establish or support any
associations, institutions, clubs, schools, building and housing schemes,
funds and trusts, and to make payments toward insurance or other
arrangements likely to benefit any such persons or otherwise advance the
interests of the Company or of its Members, and to subscribe, guarantee or
pay money for any purpose likely, directly or indirectly to further the
interests of the Company or of its Members or for any national, charitable,
benevolent, educational, social, public, general or useful object.
(g) The Company shall have, pursuant to Section 42 of the Companies Act 1981,
the power to issue preference shares which are liable to be redeemed at the
option of the holder.
(h) The Company shall have, pursuant to Section 42A of the Companies Act 1981,
the power to purchase its own shares.
<PAGE>
THE COMPANIES ACT 1981
(Section 11(2))
SECOND SCHEDULE
A company may by reference include in its memorandum any of the following
objects that is to say the business of-
(a) insurance and re-insurance of all kinds;
(b) packaging of goods of all kinds;
(c) buying, selling and dealing in goods of all kinds;
(d) designing and manufacturing of goods of all kinds;
(e) mining and quarrying and exploration for metals, minerals, fossil
fuels and precious stones of all kinds and their preparation for
sale or use;
(f) exploring for, the drilling for, the moving, transportation and
refining petroleum and hydro carbon products including oil and
oil products;
(g) scientific research including the improvement, discovery and
development of processes, inventions, patents and designs and the
construction, maintenance and operation of laboratories and
research centres;
(h) land, sea and air undertakings including the land, ship and air
carriage of passengers, mails and goods of all kinds;
(i) ships and aircraft owners, managers, operators, agents, builders;
and repairers;
(j) acquiring owning, selling, chartering, repairing or dealing in
ships and aircraft;
(k) travel agents, freight contractors and forwarding agents;
(l) dock owners, wharfingers, warehousemen;
(m) ship chandlers and dealing in rope, canvas oil and ship stores of
all kinds;
(n) all forms of engineering;
(o) developing, operating, advising or acting as technical
consultants to any other enterprise or business;
<PAGE>
(p) farmers, livestock breeders and keepers, graziers, butchers,
tanners and processors of and dealers in all kinds of live and
dead stock, wool, hides, tallow, grain, vegetables and other
produce;
(q) acquiring by purchase or otherwise and holding as an investment
inventions, patents, trade marks, trade names, trade secrets,
designs and the like;
(r) buying, selling, hiring, letting and dealing in conveyances of
any sort; and
(s) employing, providing, hiring out and acting as agent for artists,
actors, entertainers of all sorts, authors, composers, producers,
directors, engineers and experts or specialists of any kind;
(t) to acquire by purchase or otherwise and hold, sell, dispose of
and deal in real property situated outside Bermuda and in
personal property of all kinds wheresoever situated;
(u) to enter into any guarantee, contract of indemnity or suretyship
and to assure, support or secure with or without consideration or
benefit the performance of any obligations of any person or
persons and to guarantee the fidelity of individuals filling or
about to fill situations of trust or confidence.
<PAGE>
Exhibit 3.125
COMPOSITE MEMORANDUM OF ASSOCIATION
OF
INTERNATIONAL MUSIC TOUR II LTD.
- --------------------------------------------------------------------------------
(hereinafter referred to as "the Company")
1. The liability of the members of the Company is limited to the amount (if
any) for the time being unpaid on the shares respectively held by them.
2. We, the undersigned, namely,
NAME ADDRESS BERMUDIAN NATIONALITY NUMBER OF
STATUS SHARES
(Yes/No) SUBSCRIBED
Sutherland Travelers Roost Yes British 001
Arthur Hastings Road
MORRIS Point Shares
Pembroke, Bermuda
Dudley Chaingate Hill No British 001
Reginald Devonshire
COTTINGHAM
do hereby respectively agree to take such number of shares of the Company as may
be allotted to us respectively by the provisional directors of the Company, not
exceeding the number of shares for which we have respectively subscribed, and to
satisfy such calls as may be made by the directors, provisional directors or
promoters of the Company in respect of the shares allotted to us respectively.
<PAGE>
3. The Company is to be an exempted Company as defined by the Companies Act
1981.
4. The Company has power to hold land situate in Bermuda not exceeding in all,
including the following parcels -
N/A
5. The authorised share capital of the Company is US$12,000.00 divided into
12,000 ordinary shares of US$1.00 each.
6. The objects for which the Company is formed and incorporated are -
See attached Schedule A
7. The Company has the additional powers set out in Schedule B annexed hereto.
<PAGE>
SCHEDULE A
6. The objects for which the Company is formed and incorporated are -
(i) To act and to perform all the functions of a holding company in
all its branches and to coordinate the policy and administration
of any subsidiary company or companies wherever incorporated or
carrying on business or of any group of companies which the
Company or any subsidiary company is a member or which are in any
manner controlled directly or indirectly by the Company;
(ii) To carry on the businesses of entertainment promoters, sports
promoters, artistes' managers and representatives in all or any
spheres of entertainment and sport;
(iii) To provide on such terms as may seem expedient all or any of the
management, secretarial, advertising, publicity, bookkeeping,
merchandising, personal and social facilities and services
required or used in connection with their professional
engagements by artistes and others engaged in musical,
theatrical, film, video, radio, television entertainment or
sporting activities;
(iv) To acquire copyrights, rights of production or presentation,
licenses and concessions of any sort likely to be conducive to
the objects of the company;
(v) To employ persons to write, compose or adapt plays, films, video,
radio, television productions, sketches, songs, music and dances;
(vi) To print, publish, or cause to be printed or published any play,
film, video, song, music or words of which the company has a
copyright or right to publish, and to sell and distribute and
deal with any matter so printed as the company may think fit, and
to grant licenses or rights in respect of any property of the
company or any other person or persons, firm or company;
(vii) To enter into agreements with authors or others for the
presentation of films, video, radio and television productions,
musical compositions, plays and other dramatic and musical
entertainments;
(viii) To carry on the businesses of music printers, copyists,
publishers, booksellers, scenic artists, art decorators,
contractors for the supply of scenery and the erection and
fitting up of temporary or permanent stages, theatres or halls;
(ix) To carry on the business of literary, theatrical, advertising,
publicity, press and employment agents, and to undertake and
execute any agency or agencies, and in particular for authors,
dramatists, composers, actors, musicians, singers, entertainers,
sports personalities, theatre proprietors and managers, film and
television producers or others;
<PAGE>
SCHEDULE A (continued)
(x) To carry on the business of producers and presenters of and dealers in
plays, revues, opera, ballet, pantomimes, pageants, musical and
dramatic works, and displays and entertainments of all kinds involving
music of all kinds, the theatre, cinema, ice rinks, variety stage,
radio, television, and other means of transmitting sound or pictorial
effects, and to enter into any arrangements for the management,
conduct and control of any such business or businesses, and for the
supply of plays, opera and ballet works, dances, scripts, libretti,
music, artistes, performers, musicians, materials and other
facilities;
(xi) To carry on the business of proprietors, lessees, licensees and
managers of theatres, concert halls, cinemas, sports accommodation,
courts and facilities, ice rinks, studios and other buildings and
property;
(xii) As set out in paragraphs (b) to (n) and (p) to (u) inclusive of the
Second Schedule of the Companies Act 1981.
<PAGE>
SCHEDULE B
(referred to in Clause 7 of the Memorandum of Association)
Re: INTERNATIONAL MUSIC TOUR II LTD.
(a) To borrow and raise money in any currency or currencies and to secure or
discharge any obligation in any matter and in particular (without prejudice
to the generality of the foregoing) by mortgages of or charges upon all or
any part of the undertaking, property and assets present and future) and
uncalled capital of the Company or by the creation and issue of securities.
(b) To enter into any guarantee, contract of indemnity or suretyship and in
particular (without prejudice to the generality of the foregoing) to
guarantee, support or secure, with or without consideration, whether by
personal obligation or by mortgaging or charging all or any part of the
undertaking, property and assets (present and future) and uncalled capital
of the Company or both such methods or in any other manner, the performance
of any obligations or commitments, of, and the repayment or payment of the
principal amounts of and any premiums, interest, dividends and other moneys
payable on or in respect of any securities or liabilities of, any personal
including (without prejudice to the generality of the foregoing) any
company which is for the time being a subsidiary or a holding company of
the Company or another subsidiary of a holding company of the Company or
otherwise associated with the Company.
(c) To accept, draw, make, create, issue, execute, discount, endorse, negotiate
bills of exchange, promissory notes, and other instruments and securities,
whether negotiable or otherwise.
(d) To sell, exchange, mortgage, charge, let or rent, share of profit, royalty
or otherwise, grant licenses, easements, options, servitudes and other
rights over, and in any other manner deal with or dispose of, all or any
part of the undertaking, property and assets (present and future) of the
Company for any consideration and in particular (without prejudice to the
generality of the foregoing) for any securities.
(e) To issue and allot securities of the Company for cash or in payment or part
payment for any real or personal property purchased or otherwise acquired
by the Company for any obligation or amount (even if less than the nominal
amount of such securities) or for any other purpose.
<PAGE>
SCHEDULE B (continued)
(f) To grant pensions, annuities, or other allowances, including allowances on
death, to any directors, officers or employees or former directors,
officers or employees of the Company or any company which at any time is or
was a subsidiary or a holding company or another subsidiary of a holding
company of the Company or otherwise associated with the Company or of any
predecessor in business of any of them, and to the relations, connections
or dependents of any such persons, and to other persons whose service or
services have directly or indirectly been of benefit to the Company or whom
the Company considers have any moral claim on the Company or to their
relations, connections or dependents, and to establish or support any
associations, institutions, clubs, schools, building and housing schemes,
funds and trusts, and to make payments toward insurance or other
arrangements likely to benefit any such persons or otherwise advance the
interests of the Company or of its Members, and to subscribe, guarantee or
pay money for any purpose likely, directly or indirectly to further the
interests of the Company or of its Members or for any national, charitable,
benevolent, educational, social, public, general or useful object.
(g) The Company shall have, pursuant to Section 42 of the Companies Act 1981,
the power to issue preference shares which are liable to be redeemed at the
option of the holder.
(h) The Company shall have, pursuant to Section 42A of the Companies Act 1981,
the power to purchase its own shares.
<PAGE>
Signed by each subscriber in the presence of at least one witness attesting the
signature thereof -
/s/ S. Arthur Morris /s/ [ILLEGIBLE]
- ------------------------------ ----------------------------
S. Arthur Morris
/s/ Dudley R. Cottingham /s/ [ILLEGIBLE]
- ------------------------------ ----------------------------
Dudley R. Cottingham
- ------------------------------ ----------------------------
- ------------------------------ ----------------------------
(Subscribers) (Witnesses)
SUBSCRIBED this 8th day of January, 1997
<PAGE>
Exhibit 3.126
COMPOSITE CERTIFICATE OF INCORPORATION
OF
INTERNATIONAL MUSIC TOUR I (USA) INC.
1. The name of the corporation is:
International Music Tour I (USA) Inc.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is
The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of capital stock which the corporation shall
have the authority to issue is Two Hundred (200) shares of common stock,
all of which shall be without par value.
5. The name and mailing address of the incorporator is:
Marc A. Berger
Goodman Phillips & Vineberg
430 Park Avenue
New York, NY 10022
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this
is my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 10th day of December, 1996.
/s/ Marc A. Berger
-----------------------------
Marc A. Berger
<PAGE>
Exhibit 3.127
EXHIBIT A
COMPOSITE BY-LAWS OF
INTERNATIONAL MUSIC TOUR I (USA) INC.
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 2. Additional Offices. The Corporation may also have offices at
such other places, both within and without the State of Delaware, as the Board
of Directors may from time to time determine or as the business of the
Corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. Time and Place. A meeting of stockholders for any purpose may be
held at such time and place within or without the State of Delaware as the Board
of Directors may fix from time to time or as may be fixed by the written consent
of a majority of the stockholders entitled to vote thereat.
Section 2. Annual Meeting. The annual meeting of stockholders shall be held
on the first Monday in December of each year at 10:00 a.m., provided, however,
that should any day fall on a legal holiday, then such annual meetings of
stockholders shall be held at the same time and place on the next day thereafter
ensuing which is not a legal holiday. At such meetings Directors shall be
elected, reports of the affairs of the Corporation shall be considered, and any
other business may be transacted as may properly come before the meeting.
Section 3. Notice of Annual Meeting. Written notice of each annual meeting
shall be given to each stockholder entitled to vote thereat, not less than ten
(10) nor more than sixty (60) days before each annual meeting, and shall specify
the place, the day and hour of such meeting, and shall state other matters, if
any, that may be expressly required by law.
Section 4. Special Meetings. Special meetings of the stockholders may be
called for any purpose or purposes, unless otherwise prescribed by law or by the
Certificate of Incorporation, by the Chairman of the Board or the President, and
shall be called by the President or Secretary at the written request of a
majority of the Board of Directors or of stockholders owning fifty percent (50%)
of the shares of capital stock of the Corporation issued, outstanding and
entitled to vote. Such request shall state the
1
<PAGE>
purpose or purposes of the proposed meeting.
Section 5. Notice of Special Meetings. Except in special cases where other
express provisions are made by law, notice of such special meetings shall be
given in the same manner as is required for notice of the annual meetings of
stockholders. Notice of any special meeting shall specify in addition to the
place, date and hour of such meeting, the general nature of the business to be
transacted.
Section 6. Conduct of Business. Such person as the Board of Directors may
designate, or, in the absence of such a person, the highest ranking officer of
the Corporation who is present, shall call to order any meeting of the
stockholders and act as chairman of the meeting. The chairman of the meeting
shall determine the order of business and procedure at the meeting.
Section 7. List of Stockholders. The officer in charge of the stock ledger
of the Corporation or the transfer agent shall prepare and make, at least ten
(10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting, at
a place within the city where the meeting is to be held, which place, if other
than the place of meeting, shall be specified in the notice of the meeting. The
list shall also be produced and kept at the place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present in
person thereat.
Section 8. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) nor less than ten (10) days before
the date of such meeting; nor more than sixty (60) days prior to any other
action. If no record date if fixed, the record date shall be as provided by law.
Section 9. Quorum. The presence in person or representation by proxy of the
holders of a majority of the shares of the capital stock of the Corporation
issued and outstanding and entitled to vote shall be necessary to, and shall
constitute a quorum for, the transaction of business at all meetings of the
stockholders, except
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as otherwise provided by law or by the Certificate of Incorporation. The
stockholders present at a duly called or held meeting at which a quorum is
present may continue to do business until adjournment, notwithstanding the
withdrawal of enough stockholders, to leave less than a quorum.
Section 10. Adjournments. Any stockholders' meeting, annual or special,
whether or not a quorum is present, may be adjourned from time to time by the
vote of a majority of the shares, the holders of which are either present in
person or represented by proxy thereat, but in the absence of a quorum, no other
business may be transacted at the meeting. Notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote thereat if the
adjournment is for more than thirty (30) days, or if, after the adjournment, a
new record date is fixed for the adjourned meeting. Except as provided above, if
the time and place of the adjourned meeting are announced at the meeting at
which the adjournment is taken, no further notice of the adjourned meeting need
be given. The adjourned meeting may transact any business which could properly
be considered at the original meeting. If a quorum is present at the original
meeting, it is not necessary for the transaction of business that a quorum be
present at the adjourned meeting.
Section 11. Voting.
a. At any meeting of stockholders, every stockholder having the right to
vote shall be entitled to vote in person or by proxy. Except as otherwise
provided by law or the Certificate of Incorporation, each stockholder of record
shall be entitled to one vote for each share of capital stock registered in his
name on the books of the Corporation.
b. All elections shall be determined by a majority vote, and, except as
otherwise provided by law or the Certificate of Incorporation, all other matters
shall be determined by a majority vote of the shares present in person or
represented by proxy and voting on such other matters.
c. All voting, except on the election of directors, may be by voice or by
ballot, provided, however, that upon demand therefor by a stockholder entitled
to vote or by his proxy, a ballot vote shall be taken.
Section 12. Action by Consent. Any action required or permitted by law or
by the Certificate of Incorporation to be taken at any meeting of stockholders
may be taken without a meeting, without prior notice, and without a vote, if a
written consent, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a
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meeting at which all shares entitled to vote thereon were present or represented
by proxy and voted. Such written consent shall be filed with the minutes of the
meetings of stockholders. Prompt notice of the taking of corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing thereto.
Section 13. Proxies. Every person entitled to vote or execute consents
shall have the right to do so either in person or by one or more agents
authorized by a written proxy executed by such person or his duly authorized
agent, and filed with the Secretary of the Corporation; provided, that no such
proxy shall be valid after the expiration of three (3) years from the date of
its execution, unless the person executing it specifies therein the length of
time for which such proxy is to continue in force, which in no case shall exceed
seven (7) years from the date of its execution. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power.
ARTICLE III
DIRECTORS
Section 1. Number and Tenure. The number of directors that shall constitute
the whole board shall be 1, which number may be increased and/or decreased from
time to time by the Board of Directors and the stockholders within the limits
permitted by law, but no decrease in the number of Directors shall change the
term of any Director in office at the time thereof. The Directors shall be
elected at the annual meeting of stockholders, except as provided in Section 2
of this Article, and each Director shall hold office until his successor is
elected and qualified or until his earlier resignation or removal.
Section 2. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of Directors may be filled by a
majority of the directors then in office, though less than a quorum, and each of
the Directors so chosen shall hold office until his successor is elected at an
annual or a special meeting of stockholders or until his earlier resignation or
removal. A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation or removal of any Director or if the
stockholders fail at any annual or special meeting of stockholders at which any
Director or Directors are elected to elect the full number of Directors to be
voted for at that meeting. The stockholders may elect any Director or Directors
at any time to fill a vacancy or vacancies not filled by the Board of Directors.
Section 3. Removal or Resignation. Except as otherwise provided by law or
the Certificate of Incorporation, any Director
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or the entire Board of Directors may be removed, with or without cause, by the
holders of the majority of the shares then entitled to vote at an election of
Directors. Any Director may resign at any time by giving written notice to the
Board of Directors, the Chairman of the Board of Directors, the President or the
Secretary of the Corporation. Unless otherwise specified in such written notice,
the resignation shall take effect upon delivery to the Board of Directors or the
designated officer. It shall not be necessary for a resignation to be accepted
before it becomes effective.
Section 4. Powers. The business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors which shall exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by the Certificate of Incorporation or by these by-laws directed
or required to be exercised or done by the stockholders. Without prejudice to
such general powers, but subject to the same limitations, it is hereby expressly
declared that the Directors shall have the following powers, to wit:
First: To select and remove all the other officers, agents and employees of
the Corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Certificate of Incorporation, or with these
by-laws, fix their compensation and require from them security for faithful
service.
Second: To conduct, manage and control the affairs and business of the
Corporation, and to make such rules and regulations therefor not inconsistent
with law, the Certificate of Incorporation or these by-laws, as they may deem
best.
Third: To change from time to time the registered office of the Corporation
from one location to another within Delaware as provided in Article I, Section 1
hereof; to fix and locate from time to time one or more subsidiary offices of
the Corporation within or without the State of Delaware, as provided in Article
I, Section 2, hereof; to designate any place within or without the State of
Delaware for the holding of any stockholders' meeting or meetings; and to adopt,
make and use a corporate seal, and to prescribe the form of certificates of
stock and to alter the form of such seal and of such certificates from time to
time, as in their judgment they may deem best, provided such seal and such
certificates shall at all times comply with the provisions of law.
Fourth: To authorize the issuance of authorized shares of stock of the
Corporation from time to time, upon such terms as may be lawful, in
consideration of money paid, labor done or services actually rendered, debts or
securities cancelled, or tangible or intangible property actually received, or
in the case of shares issued as a dividend, against amounts transferred from
surplus to
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stated capital.
Fifth: To borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidence of debt and securities therefor.
Sixth. To purchase or otherwise acquire any property, rights or privileges
on such terms as it shall determine.
Seventh. To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plan and such insurance, retirement or other benefit
plan for directors, officers and agents of the Corporation and its subsidiaries
as it may determine.
Section 5. Regular Annual Meetings. The first meeting of each newly elected
Board of Directors shall be held immediately following the adjournment of the
annual meeting of stockholders and at the place thereof. No notice of such
meeting shall be necessary to the Directors in order to constitute the meeting
legally. In the event such meeting is not so held, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.
Section 6. Regular Meetings. The Board of Directors of the Corporation or
any committee thereof may hold regular meetings either within or without the
State of Delaware. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board of Directors.
Section 7. Special Meetings. Special meetings of the Board of Directors or
any committee thereof may be called by the Chairman of the Board or the
President, and the President or the Secretary shall call a special meeting upon
request of one (1) Director or upon the request of stockholders holding not less
than fifty percent (50%) of the voting power of the Corporation. If given
personally, by telephone or by telegram, the notice shall be given at least the
day prior to the meeting. Notice may be given by mail if it is mailed at least
three (3) days before the meeting. The notice need not specify the business to
be transacted.
Section 8. Meetings by Telephone or Similar Communication Equipment. The
Board of Directors may participate in a meeting by means of a conference
telephone or similar communications equipment by which all Directors
participating in the meeting can hear each other. Participation in such a
meeting shall constitute presence in person by an Director at such meeting.
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Section 9. Quorum. At meetings of the Board of Directors, a majority of the
Directors at that time in office shall constitute a quorum for the transaction
of business and the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors. If a quorum
shall not be present at any meeting of the Board of Directors, the Directors
present thereat may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present.
Section 10. Compensation. The Directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
Director, as may from time to time be determined by the Board of Directors. No
such payment shall preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of any committees
may be allowed like reimbursement and compensation for attending committee
meetings.
Section 11. Action by Consent. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee of the Board of
Directors may be taken without a meeting if a written consent to such action is
signed by all members of the Board of Directors or of any committee of the Board
of Directors, as the case may be, and such written consent is filed with the
minutes of its proceedings.
Section 12. Committees. By resolution of the Board of Directors, the Board
of Directors shall have the authority to form any committees for whatever
purpose. A committee may consist of as few as one member. A committee may
exercise all the powers of the Board of Directors except as prohibited by law.
In the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member. The Board of Directors may provide that a committee shall
have the power or authority to declare a dividend, to authorize the issuance of
stock or to adopt a certificate of ownership or merger. Each committee shall
keep regular minutes of its meetings and report the same to the Board of
Directors when required.
ARTICLE IV
Officers
Section 1. Officers. The Officers of the Corporation shall be a President
and a Secretary. The Corporation may also have, at the discretion of the Board
of Directors, one Chief Executive Officer, one or more Vice Presidents, one or
more Treasurers, one
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or more Assistant Secretaries, and such other officers as may be appointed in
accordance with the provisions of Section 3 of this Article. One person may hold
two or more offices. All Officers shall exercise the powers and perform the
duties as set forth in these by-laws or as shall from time to time be determined
by the Board of Directors.
Section 2. Election. The Officers of the Corporation, except such officers
as may be appointed in accordance with the provisions of Section 3 or Section 5
of this Article, shall be chosen annually by the Board of Directors, and each
shall hold his office until he shall resign or shall be removed or disqualified
to serve, or his successor shall be elected and qualified.
Section 3. Subordinate Officer. Etc. The Board of Directors may appoint
such other Officers as the business of the Corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in the by-laws or as the Board of Directors from time to time
determine.
Section 4. Removal and Resignation. Any Officer may be removed, either with
or without cause, by a majority of the Directors at the time in office, at any
annual regular or special meeting of the Board, or by an Officer upon whom such
power of removal may be conferred by the Board of Directors.
Any Officer may resign at any time by giving written notice to the Board of
Directors, to the President, or to the Secretary of the Corporation. Any such
resignation shall take effect at the date of the receipt of such notice or any
later time specified therein; the acceptance of such resignation shall not be
necessary to make it effective.
Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed by the by-laws for regular appointments to such office.
Section 6. President. The President shall, subject to the control of the
Board of Directors and the Chief Executive Officer, if any, have general
supervision, direction and control of the business and other Officers of the
Corporation. He shall have the general powers and full duties of management
usually vested in the office of the President of a corporation, including, but
not limited to, the power in the name of the Corporation and on its behalf to
execute any and all stock certificates, deeds, mortgages, contracts, agreements,
and other instruments in writing, and shall have such other powers and duties as
may be prescribed by the Board of Directors or the by-laws.
Section 7. Vice President. Each Vice President, if any,
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shall perform such duties as the Board of Directors shall prescribe. In the
absence of the President or in the event of his inability or refusal to act, the
Vice President designated by the Board of Directors shall perform the duties and
exercise the powers of the President.
Section 8. Secretary. The Secretary shall keep, or cause to be kept, a book
of Minutes at such place as the Board of Directors may order, of all meetings of
Directors and stockholders, with the time and place of holding, whether regular
or special, and if special, how authorized, the notice thereof given, the names
of those present at Directors' meetings, and the number of shares present or
represented at stockholders' meetings and the proceedings thereof.
The Secretary shall keep or cause to be kept, at such place as the Board of
Directors may order, a share register, or a duplicate share register, showing
the names of the stockholders and their addresses, the number and classes of
shares held by each, the number and date of certificates issued for the same,
and the number and date of cancellation of every certificate surrendered for
cancellation.
The Secretary shall give, or cause to be given, notice of all the meetings
of the stockholders and of the Board of Directors required by the by-laws or by
law to be given, and he shall keep the seal of the Corporation in safe custody
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or by the by-laws.
Section 9. Treasurer. The Treasurer shall keep and maintain or cause to be
kept and maintained, adequate and correct accounts of the properties and
business transactions of the Corporation. The books of account shall be open to
inspection by any Director at all reasonable items. The Treasurer shall deposit
all monies and other valuables in the name of and to the credit of the
Corporation with such depositories as may be designated by the Board of
Directors, and he shall render to the President and Directors whenever they
request it an account of all transactions and of the financial condition of the
Corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or the bylaws.
Section 10. Assistant Secretary. During the absence or disability of the
Secretary, or as directed by the Board of Directors, the Assistant Secretary
shall have all the powers and functions of the Secretary.
Section 11. Compensation. The salaries of all officers of the Corporation
shall be fixed from time to time by the Board of Directors and no officer shall
be prevented from receiving a salary
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because he is also a Director of the Corporation.
ARTICLE V
Affiliated Transactions and Interested Directors
Section 1. Affiliated Transactions. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership1 association, or other
organization in which one or more of its Directors or Officers are Directors or
Officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the Director or Officer is present at or participates
in the meeting of the Board of Directors or committee thereof that authorizes
the contract or transaction or solely because his or their votes are counted for
such purpose, if:
a. The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board of Directors or committee in good faith authorized
the contract or transaction by the affirmative vote of a majority of the
disinterested Directors, even though the disinterested Directors be less than a
quorum; or
b. The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by the vote of the stockholders; or
c. The contract or transaction is fair as to the Corporation as of the time
it is authorized, approved, or ratified by the Board of Directors, a committee
thereof, or the stockholders.
Section 2. Determining Quorum. Common or interested Directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee thereof which authorized the contract or
transaction.
ARTICLE VI
Liability to Corporation and Indemnification
Section 1. Liability to Corporation. No person shall be liable to the
Corporation for any loss or damage suffered by it on account of any action taken
or omitted to be taken by him as a Director or Officer of the Corporation in
good faith, if such person (i) exercised or used the same degree of diligence,
care, and skill as an ordinarily prudent man would have exercised or used under
the circumstances in the conduct of his own affairs, or (ii) took, or omitted to
take, such action in reliance upon advice of counsel for the Corporation, or
upon statements made or information furnished by Officers or employees of the
Corporation which he had
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reasonable grounds to believe to be true, or upon a financial statement of the
Corporation provided by a person in charge of its accounts or certified by a
public accountant or a firm of public accountants.
Section 2. Indemnification. The Corporation shall indemnify its Officers
and Directors to the greatest extent permitted by the Delaware General
Corporation Law.
ARTICLE VII
Stock Certificates
Section 1. Form and Signatures.
a. Every holder of stock of the Corporation shall be entitled to a
certificate stating the number and class, and series, if any, of shares owned by
him, signed by the Chairman of the Board, or the President or a Vice President
and by the Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, and bearing the seal of the Corporation. The signature and the seal
may be a facsimile. A certificate may be signed, manually or by facsimile, by a
transfer agent or registrar other than the Corporation or its employee. In case
any Officer who has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be such Officer before such certificate is
issued, it may nevertheless be issued by the Corporation with the same effect as
if he were such Officer at the date of its issue. Such certificate shall be
issued only when any such shares are fully paid up, except that certificates for
shares may be issued prior to full payment under such restrictions and for such
purposes as the Board of Directors or the by-laws may provide; provided,
however, that any such certificate so issued prior to full payment shall state
the amount remaining unpaid and the terms of payment thereof.
b. All stock certificates representing shares of capital stock that are
subject to restrictions on transfer or to other restrictions may have imprinted
thereon any notation to that effect determined by the Board of Directors.
Section 2. Registration of Transfer. Upon surrender to the Corporation or
any transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment, or authority to
transfer, the Corporation or its transfer agent shall issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books.
Section 3. Registered Stockholders.
a. Except as otherwise provided by law, the Corporation shall be entitled
to recognize the exclusive right of a person who is
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registered on its books as the owner of shares of its capital stock to receive
dividends or other distributions and to vote or consent as such owner, and, in
the case of stock not paid in full, to hold liable for calls and assessments any
person who is registered on its books as the owner of shares of its capital
stock. The Corporation shall not be bound to recognize any equitable or legal
claim to, or interest in, such shares on the part of any other person.
b. If a stockholder desires that notices and/or dividends be sent to a name
or address other than the name or address appearing on the stock ledger
maintained by the Corporation, or its Transfer agent or registrar, if any, the
stockholder shall have the duty to notify the Corporation, or its transfer agent
or registrar, if any, in writing of his desire and specify the alternate name or
address to be used.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of Directors
may direct that a new certificate be issued to replace any certificate
theretofore issued by the Corporation that, it is claimed, has been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing the issue of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of the lost, stolen, or destroyed certificate, or his legal
representative, to advertise the same in such manner as it shall require, to
give the Corporation a bond in such sum, or other security in such form, as it
may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate claimed to have been lost, stolen,
or destroyed, and to accept such other terms and conditions as the Board of
Directors may require.
ARTICLE VIII
General Provisions
Section 1. Dividends. Subject to the provisions of law and the Certificate
of Incorporation, dividends upon the outstanding capital stock of the
Corporation may be declared by the Board of Directors and may be paid in cash,
in property, or in shares of the Corporation's capital stock.
Section 2. Reserves. The Board of Directors shall have full power, subject
to the provisions of law and the Certificate of Incorporation, to determine
whether any, and, if so, what part, of the funds legally available for the
payment of dividends shall be declared as dividends and paid to the stockholders
of the Corporation. The Board of Directors, in its sole discretion, may fix a
sum that may be set aside or reserved over and above the paid-in capital of the
Corporation as a reserve for any proper purpose, and
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may, from time to time, increase, diminish, or vary such amount.
Section 3. Fiscal Year. The fiscal year of the corporation shall be
determined from time to time by the Board of Directors.
Section 4. Seal. The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its incorporation, and the words "Corporate
Seal" and "Delaware".
Section 5. Corporate Records. The Corporation may keep its stock ledger,
books of account and minutes of proceedings of the stockholders, the Board of
Directors and the committees of the Board of Directors, either within or without
the State of Delaware, as the Board of Directors may from time to time
determine.
Section 6. Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, issued in the name
of or payable to the Corporation, shall be signed or endorsed by such person or
persons in such manner as, from time to time, shall be determined by resolution
of the Board of Directors.
Section 7. Representation of Shares of Other Corporations. The Chairman of
the Board, President, Secretary and Treasurer of this Corporation are each
authorized to vote, represent and exercise on behalf of this Corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this Corporation. The authority herein granted to said
officers to vote or represent on behalf of this Corporation any and all shares
held by this Corporation in any other corporation or corporations may be
exercised either by such officers in person or by any person authorized to do so
by proxy or power of attorney duly executed by said officers.
Section 8. Notice. Whenever, under the provisions of law or of the
Certificate of Incorporation or of these by-laws, notice is required to be given
to any director, stockholder, officer or agent, it shall not be construed to
mean personal notice, but such notice may be given in writing, by mail,
addressed to such person, at his address as it appears on the records of the
corporation, with postage thereon prepaid, or by telegram and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail or delivered to the telegraph office, as the case may be. Notice to
directors may also be given by telephone. Whenever any notice is required to be
given under the provisions of law or the Certificate of Incorporation or of
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
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ARTICLE X
Amendments
Section 1. Power of Stockholders. New by-laws may be adopted, or these
by-laws may be amended or repealed, by the majority vote of the outstanding
shares of the Corporation, or by the written consent of the holders of such
shares.
Section 2. Power of Directors. The Directors may amend these By-laws by
majority vote.
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Exhibit 3.128
COMPOSITE CERTIFICATE OF INCORPORATION
OF
INTERNATIONAL MUSIC TOUR II (USA) INC.
1. The name of the corporation is:
International Music Tour II (USA) Inc.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is
The Corporation Trust Company.
3. The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
4. The total number of shares of capital stock which the corporation shall
have the authority to issue is Two Hundred (200) shares of common stock,
all of which shall be without par value.
5. The name and mailing address of the incorporator is:
Marc A. Berger
Goodman Phillips & Vineberg
430 Park Avenue
New York, NY 10022
I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
Delaware, do make this certificate, hereby declaring and certifying that this
is my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 10th day of December, 1996.
/s/ Marc A. Berger
-----------------------------
Marc A. Berger
<PAGE>
Exhibit 3.129
COMPOSITE BY-LAWS OF
INTERNATIONAL MUSIC TOUR II (USA) INC.
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office of the Corporation
shall be in the City of Wilmington, County of New Castle, State of Delaware.
Section 2. Additional Offices. The Corporation may also have offices at
such other places, both within and without the State of Delaware, as the Board
of Directors may from time to time determine or as the business of the
Corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. Time and Place. A meeting of stockholders for any purpose may be
held at such time and place within or without the State of Delaware as the Board
of Directors may fix from time to time or as may be fixed by the written consent
of a majority of the stockholders entitled to vote thereat.
Section 2. Annual Meeting. The annual meeting of stockholders shall be held
on the first Monday in December of each year at 10:00 a.m., provided, however,
that should any day fall on a legal holiday, then such annual meetings of
stockholders shall be held at the same time and place on the next day thereafter
ensuing which is not a legal holiday. At such meetings Directors shall be
elected, reports of the affairs of the Corporation shall be considered, and any
other business may be transacted as may properly come before the meeting.
Section 3. Notice of Annual Meeting. Written notice of each annual meeting
shall be given to each stockholder entitled to vote thereat, not less than ten
(10) nor more than sixty (60) days before each annual meeting, and shall specify
the place, the day and hour of such meeting, and shall state other matters, if
any, that may be expressly required by law.
Section 4. Special Meetings. Special meetings of the stockholders may be
called for any purpose or purposes, unless otherwise prescribed by law or by the
Certificate of Incorporation, by the Chairman of the Board or the President, and
shall be called by the President or Secretary at the written request of a
majority of the Board of Directors or of stockholders owning fifty percent (50%)
of the shares of capital stock of the Corporation issued, outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
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Section 5. Notice of Special Meetings. Except in special cases where other
express provisions are made by law, notice of such special meetings shall be
given in the same manner as is required for notice of the annual meetings of
stockholders. Notice of any special meeting shall specify in addition to the
place, date and hour of such meeting, the general nature of the business to be
transacted.
Section 6. Conduct of Business. Such person as the Board of Directors may
designate, or, in the absence of such a person, the highest ranking officer of
the Corporation who is present, shall call to order any meeting of the
stockholders and act as chairman of the meeting. The chairman of the meeting
shall determine the order of business and procedure at the meeting.
Section 7. List of Stockholders. The officer in charge of the stock ledger
of the Corporation or the transfer agent shall prepare and make, at least ten
(10) days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order,
and showing the address of each stockholder and the number of shares registered
in the name of each stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting, during ordinary
business hours, for a period of at least ten (10) days prior to the meeting, at
a place within the city where the meeting is to be held, which place, if other
than the place of meeting, shall be specified in the notice of the meeting. The
list shall also be produced and kept at the place of the meeting during the
whole time thereof, and may be inspected by any stockholder who is present in
person thereat.
Section 8. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty (60) nor less than ten (10) days before
the date of such meeting, nor more than sixty (60) days prior to any other
action. If no record date if fixed, the record date shall be as provided by law.
Section 9. Quorum. The presence in person or representation by proxy of the
holders of a majority of the shares of the capital stock of the Corporation
issued and outstanding and entitled to vote shall be necessary to, and shall
constitute a quorum for, the transaction of business at all meetings of the
stockholders, except as otherwise provided by law or by the Certificate of
Incorporation. The stockholders present at a duly called or held meeting at
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which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders, to leave less than a
quorum.
Section 10. Adjournments. Any stockholders' meeting, annual or special,
whether or not a quorum is present, may be adjourned from time to time by the
vote of a majority of the shares, the holders of which are either present in
person or represented by proxy thereat, but in the absence of a quorum, no other
business may be transacted at the meeting. Notice of the adjourned meeting shall
be given to each stockholder of record entitled to vote thereat if the
adjournment is for more than thirty (30) days, or if, after the adjournment, a
new record date is fixed for the adjourned meeting. Except as provided above, if
the time and place of the adjourned meeting are announced at the meeting at
which the adjournment is taken, no further notice of the adjourned meeting need
be given. The adjourned meeting may transact any business which could properly
be considered at the original meeting. If a quorum is present at the original
meeting, it is not necessary for the transaction of business that a quorum be
present at the adjourned meeting.
Section 11. Voting.
a. At any meeting of stockholders, every stockholder having the right to
vote shall be entitled to vote in person or by proxy. Except as otherwise
provided by law or the Certificate of Incorporation, each stockholder of record
shall be entitled to one vote for each share of capital stock registered in his
name on the books of the Corporation.
b. All elections shall be determined by a majority vote, and, except as
otherwise provided by law or the Certificate of Incorporation, all other matters
shall be determined by a majority vote of the shares present in person or
represented by proxy and voting on such other matters.
c. All voting, except on the election of directors, may be by voice or by
ballot, provided, however, that upon demand therefor by a stockholder entitled
to vote or by his proxy, a ballot vote shall be taken.
Section 12. Action by Consent. Any action required or permitted by law or
by the Certificate of Incorporation to be taken at any meeting of stockholders
may be taken without a meeting, without prior notice, and without a vote, if a
written consent, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present or represented by proxy and
voted. Such written consent shall be
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filed with the minutes of the meetings of stockholders. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing
thereto.
Section 13. Proxies. Every person entitled to vote or execute consents
shall have the right to do so either in person or by one or more agents
authorized by a written proxy executed by such person or his duly authorized
agent, and filed with the Secretary of the Corporation; provided, that no such
proxy shall be valid after the expiration of three (3) years from the date of
its execution, unless the person executing it specifies therein the length of
time for which such proxy is to continue in force, which in no case shall exceed
seven (7) years from the date of its execution. A duly executed proxy shall be
irrevocable if it states that it is irrevocable and if, and only as long as, it
is coupled with an interest sufficient in law to support an irrevocable power.
ARTICLE III
DIRECTORS
Section 1. Number and Tenure. The number of directors that shall constitute
the whole board shall be 1, which number may be increased and/or decreased from
time to time by the Board of Directors and the stockholders within the limits
permitted by law, but no decrease in the number of Directors shall change the
term of any Director in office at the time thereof. The Directors shall be
elected at the annual meeting of stockholders, except as provided in Section 2
of this Article, and each Director shall hold office until his successor is
elected and qualified or until his earlier resignation or removal.
Section 2. Vacancies. Vacancies and newly created directorships resulting
from any increase in the authorized number of Directors may be filled by a
majority of the directors then in office, though less than a quorum, and each of
the Directors so chosen shall hold office until his successor is elected at an
annual or a special meeting of stockholders or until his earlier resignation or
removal. A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation or removal of any Director or if the
stockholders fail at any annual or special meeting of stockholders at which any
Director or Directors are elected to elect the full number of Directors to be
voted for at that meeting. The stockholders may elect any Director or Directors
at any time to fill a vacancy or vacancies not filled by the Board of Directors.
Section 3. Removal or Resignation. Except as otherwise provided by law or
the Certificate of Incorporation, any Director or the entire Board of Directors
may be removed, with or without cause, by the holders of the majority of the
shares then entitled
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to vote at an election of Directors. Any Director may resign at any time by
giving written notice to the Board of Directors, the Chairman of the Board of
Directors, the President or the Secretary of the Corporation. Unless otherwise
specified in such written notice, the resignation shall take effect upon
delivery to the Board of Directors or the designated officer. It shall not be
necessary for a resignation to be accepted before it becomes effective.
Section 4. Powers. The business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors which shall exercise
all such powers of the Corporation and do all such lawful acts and things as are
not by law or by the Certificate of Incorporation or by these by-laws directed
or required to be exercised or done by the stockholders. Without prejudice to
such general powers, but subject to the same limitations, it is hereby expressly
declared that the Directors shall have the following powers, to wit:
First: To select and remove all the other officers, agents and employees of
the Corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Certificate of Incorporation, or with these
by-laws, fix their compensation and require from them security for faithful
service.
Second: To conduct, manage and control the affairs and business of the
Corporation, and to make such rules and regulations therefor not inconsistent
with law, the Certificate of Incorporation or these by-laws, as they may deem
best.
Third: To change from time to time the registered office of the Corporation
from one location to another within Delaware as provided in Article I, Section 1
hereof; to fix and locate from time to time one or more subsidiary offices of
the Corporation within or without the State of Delaware, as provided in Article
I, Section 2, hereof; to designate any place within or without the State of
Delaware for the holding of any stockholders' meeting or meetings; and to adopt,
make and use a corporate seal, and to prescribe the form of certificates of
stock and to alter the form of such seal and of such certificates from time to
time, as in their judgment they may deem best, provided such seal and such
certificates shall at all times comply with the provisions of law.
Fourth: To authorize the issuance of authorized shares of stock of the
Corporation from time to time, upon such terms as may be lawful, in
consideration of money paid, labor done or services actually rendered, debts or
securities cancelled, or tangible or intangible property actually received, or
in the case of shares issued as a dividend, against amounts transferred from
surplus to stated capital.
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Fifth: To borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidence of debt and securities therefor.
Sixth. To purchase or otherwise acquire any property, rights or privileges
on such terms as it shall determine.
Seventh. To adopt from time to time such stock, option, stock purchase,
bonus or other compensation plan and such insurance, retirement or other benefit
plan for directors, officers and agents of the Corporation and its subsidiaries
as it may determine.
Section 5. Regular Annual Meetings. The first meeting of each newly elected
Board of Directors shall be held immediately following the adjournment of the
annual meeting of stockholders and at the place thereof. No notice of such
meeting shall be necessary to the Directors in order to constitute the meeting
legally. In the event such meeting is not so held, the meeting may be held at
such time and place as shall be specified in a notice given as hereinafter
provided for special meetings of the Board of Directors.
Section 6. Regular Meetings. The Board of Directors of the Corporation or
any committee thereof may hold regular meetings either within or without the
State of Delaware. Regular meetings of the Board of Directors may be held
without notice at such time and at such place as shall from time to time be
determined by the Board of Directors.
Section 7. Special Meetings. Special meetings of the Board of Directors or
any committee thereof may be called by the Chairman of the Board or the
President, and the President or the Secretary shall call a special meeting upon
request of one (1) Director or upon the request of stockholders holding not less
than fifty percent (50%) of the voting power of the Corporation. If given
personally, by telephone or by telegram, the notice shall be given at least the
day prior to the meeting. Notice may be given by mail if it is mailed at least
three (3) days before the meeting. The notice need not specify the business to
be transacted.
Section 8. Meetings by Telephone or Similar Communication Equipment. The
Board of Directors may participate in a meeting by means of a conference
telephone or similar communications equipment by which all Directors
participating in the meeting can hear each other. Participation in such a
meeting shall constitute presence in person by an Director at such meeting.
Section 9. Quorum. At meetings of the Board of Directors, a majority of the
Directors at that time in office shall constitute
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a quorum for the transaction of business and the act of a majority of the
Directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors. If a quorum shall not be present at any meeting of the
Board of Directors, the Directors present thereat may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present.
Section 10. Compensation. The Directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
Director, as may from time to time be determined by the Board of Directors. No
such payment shall preclude any Director from serving the Corporation in any
other capacity and receiving compensation therefor. Members of any committees
may be allowed like reimbursement and compensation for attending committee
meetings.
Section 11. Action by Consent. Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee of the Board of
Directors may be taken without a meeting if a written consent to such action is
signed by all members of the Board of Directors or of any committee of the Board
of Directors, as the case may be, and such written consent is filed with the
minutes of its proceedings.
Section 12. Committees. By resolution of the Board of Directors, the Board
of Directors shall have the authority to form any committees for whatever
purpose. A committee may consist of as few as one member. A committee may
exercise all the powers of the Board of Directors except as prohibited by law.
In the absence or disqualification of a member of a committee, the member or
members thereof present at any meeting and not disqualified from voting, whether
or not he or they constitute a quorum, may appoint another member of the Board
of Directors to act at the meeting in the place of any such absent or
disqualified member. The Board of Directors may provide that a committee shall
have the power or authority to declare a dividend, to authorize the issuance of
stock or to adopt a certificate of ownership or merger. Each committee shall
keep regular minutes of its meetings and report the same to the Board of
Directors when required.
ARTICLE IV
Officers
Section 1. Officers. The Officers of the Corporation shall be a President
and a Secretary. The Corporation may also have, at the discretion of the Board
of Directors, one Chief Executive Officer, one or more Vice Presidents, one or
more Treasurers, one or more Assistant Secretaries, and such other officers as
may be appointed in accordance with the provisions of Section 3 of this
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Article. One person may hold two or more offices. All Officers shall exercise
the powers and perform the duties as set forth in these by-laws or as shall from
time to time be determined by the Board of Directors.
Section 2. Election. The Officers of the Corporation, except such Officers
as may be appointed in accordance with the provisions of Section 3 or Section 5
of this Article, shall be chosen annually by the Board of Directors, and each
shall hold his office until he shall resign or shall be removed or disqualified
to serve, or his successor shall be elected and qualified.
Section 3. Subordinate Officer, Etc. The Board of Directors may appoint
such other Officers as the business of the Corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in the by-laws or as the Board of Directors from time to time
determine.
Section 4. Removal and Resignation. Any Officer may be removed, either with
or without cause, by a majority of the Directors at the time in office, at any
annual regular or special meeting of the Board, or by an Officer upon whom such
power of removal may be conferred by the Board of Directors.
Any Officer may resign at any time by giving written notice to the Board of
Directors, to the President, or to the Secretary of the Corporation. Any such
resignation shall take effect at the date of the receipt of such notice or any
later time specified therein; the acceptance of such resignation shall not be
necessary to make it effective.
Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed by the by-laws for regular appointments to such office.
Section 6. President. The President shall, subject to the control of the
Board of Directors and the Chief Executive Officer, if any, have general
supervision, direction and control of the business and other Officers of the
Corporation. He shall have the general powers and full duties of management
usually vested in the office of the President of a corporation, including, but
not limited to, the power in the name of the Corporation and on its behalf to
execute any and all stock certificates, deeds, mortgages, contracts, agreements,
and other instruments in writing, and shall have such other powers and duties as
may be prescribed by the Board of Directors or the by-laws.
Section 7. Vice President. Each Vice President, if any, shall perform such
duties as the Board of Directors shall prescribe. In the absence of the
President or in the event of his
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inability or refusal to act, the Vice President designated by the Board of
Directors shall perform the duties and exercise the powers of the President.
Section 8. Secretary. The Secretary shall keep, or cause to be kept, a book
of Minutes at such place as the Board of Directors may order, of all meetings of
Directors and stockholders, with the time and place of holding, whether regular
or special, and if special, how authorized, the notice thereof given, the names
of those present at Directors' meetings, and the number of shares present or
represented at stockholders' meetings and the proceedings thereof.
The Secretary shall keep or cause to be kept, at such place as the Board of
Directors may order, a share register, or a duplicate share register, showing
the names of the stockholders and their addresses, the number and classes of
shares held by each, the number and date of certificates issued for the same,
and the number and date of cancellation of every certificate surrendered for
cancellation.
The Secretary shall give, or cause to be given, notice of all the meetings
of the stockholders and of the Board of Directors required by the by-laws or by
law to be given, and he shall keep the seal of the Corporation in safe custody
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or by the by-laws.
Section 9. Treasurer. The Treasurer shall keep and maintain or cause to be
kept and maintained, adequate and correct accounts of the properties and
business transactions of the Corporation. The books of account shall be open to
inspection by any Director at all reasonable items. The Treasurer shall deposit
all monies and other valuables in the name of and to the credit of the
Corporation with such depositories as may be designated by the Board of
Directors, and he shall render to the President and Directors whenever they
request it an account of all transactions and of the financial condition of the
Corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or the bylaws.
Section 10. Assistant Secretary. During the absence or disability of the
Secretary, or as directed by the Board of Directors, the Assistant Secretary
shall have all the powers and functions of the Secretary.
Section 11. Compensation. The salaries of all officers of the Corporation
shall be fixed from time to time by the Board of Directors and no officer shall
be prevented from receiving a salary because he is also a Director of the
Corporation.
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ARTICLE V
Affiliated Transactions and Interested Directors
Section 1. Affiliated Transactions. No contract or transaction between the
Corporation and one or more of its Directors or Officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its Directors or Officers are Directors or
Officers or have a financial interest, shall be void or voidable solely for this
reason, or solely because the Director or Officer is present at or participates
in the meeting of the Board of Directors or committee thereof that authorizes
the contract or transaction or solely because his or their votes are counted for
such purpose, if:
a. The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board of Directors or committee in good faith authorized
the contract or transaction by the affirmative vote of a majority of the
disinterested Directors, even though the disinterested Directors be less than a
quorum; or
b. The material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by the vote of the stockholders; or
c. The contract or transaction is fair as to the Corporation as of the time
it is authorized, approved, or ratified by the Board of Directors, a committee
thereof, or the stockholders.
Section 2. Determining Quorum. Common or interested Directors may be
counted in determining the presence of a quorum at a meeting of the Board of
Directors or of a committee thereof which authorized the contract or
transaction.
ARTICLE VI
Liability to Corporation and Indemnification
Section 1. Liability to Corporation. No person shall be liable to the
Corporation for any loss or damage suffered by it on account of any action taken
or omitted to be taken by him as a Director or Officer of the Corporation in
good faith, if such person (i) exercised or used the same degree of diligence,
care, and skill as an ordinarily prudent man would have exercised or used under
the circumstances in the conduct of his own affairs, or (ii) took, or omitted to
take, such action in reliance upon advice of counsel for the Corporation, or
upon statements made or information furnished by Officers or employees of the
Corporation which he had reasonable grounds to believe to be true, or upon a
financial statement of the Corporation provided by a person in charge of its
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accounts or certified by a public accountant or a firm of public accountants.
Section 2. Indemnification. The Corporation shall indemnify its Officers
and Directors to the greatest extent permitted by the Delaware General
Corporation Law.
ARTICLE VII
Stock Certificates
Section 1. Form and Signatures.
a. Every holder of stock of the Corporation shall be entitled to a
certificate stating the number and class, and series, if any, of shares owned by
him, signed by the Chairman of the Board, or the President or a Vice President
and by the Treasurer, or the Secretary or an Assistant Secretary of the
Corporation, and bearing the seal of the Corporation. The signature and the seal
may be a facsimile. A certificate may be signed, manually or by facsimile, by a
transfer agent or registrar other than the Corporation or its employee. In case
any Officer who has signed or whose facsimile signature has been placed on a
certificate shall have ceased to be such Officer before such certificate is
issued, it may nevertheless be issued by the Corporation with the same effect as
if he were such Officer at the date of its issue. Such certificate shall be
issued only when any such shares are fully paid up, except that certificates for
shares may be issued prior to full payment under such restrictions and for such
purposes as the Board of Directors or the by-laws may provide; provided,
however, that any such certificate so issued prior to full payment shall state
the amount remaining unpaid and the terms of payment thereof.
b. All stock certificates representing shares of capital stock that are
subject to restrictions on transfer or to other restrictions may have imprinted
thereon any notation to that effect determined by the Board of Directors.
Section 2. Registration of Transfer. Upon surrender to the Corporation or
any transfer agent of the Corporation of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignment, or authority to
transfer, the Corporation or its transfer agent shall issue a new certificate to
the person entitled thereto, cancel the old certificate, and record the
transaction upon its books.
Section 3. Registered Stockholders.
a. Except as otherwise provided by law, the Corporation shall be entitled
to recognize the exclusive right of a person who is registered on its books as
the owner of shares of its capital stock to receive dividends or other
distributions and to vote or consent
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as such owner, and, in the case of stock not paid in full, to hold liable for
calls and assessments any person who is registered on its books as the owner of
shares of its capital stock. The Corporation shall not be bound to recognize any
equitable or legal claim to, or interest in, such shares on the part of any
other person.
b. If a stockholder desires that notices and/or dividends be sent to a name
or address other than the name or address appearing on the stock ledger
maintained by the Corporation, or its transfer agent or registrar, if any, the
stockholder shall have the duty to notify the Corporation, or its transfer agent
or registrar, if any, in writing of his desire and specify the alternate name or
address to be used.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of Directors
may direct that a new certificate be issued to replace any certificate
theretofore issued by the Corporation that, it is claimed, has been lost,
stolen, or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen, or destroyed. When
authorizing the issue of a new certificate, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of the lost, stolen, or destroyed certificate, or his legal
representative, to advertise the same in such manner as it shall require, to
give the Corporation a bond in such sum, or other security in such form, as it
may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate claimed to have been lost, stolen,
or destroyed, and to accept such other terms and conditions as the Board of
Directors may require.
ARTICLE VIII
General Provisions
Section 1. Dividends. Subject to the provisions of law and the Certificate
of Incorporation, dividends upon the outstanding capital stock of the
Corporation may be declared by the Board of Directors and may be paid in cash,
in property, or in shares of the Corporation's capital stock.
Section 2. Reserves. The Board of Directors shall have full power, subject
to the provisions of law and the Certificate of Incorporation, to determine
whether any, and, if so, what part, of the funds legally available for the
payment of dividends shall be declared as dividends and paid to the stockholders
of the Corporation. The Board of Directors, in its sole discretion, may fix a
sum that may be set aside or reserved over and above the paid-in capital of the
Corporation as a reserve for any proper purpose, and may, from time to time,
increase, diminish, or vary such amount.
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Section 3. Fiscal Year. The fiscal year of the corporation shall be
determined from time to time by the Board of Directors.
Section 4. Seal. The corporate seal shall have inscribed thereon the name
of the Corporation, the year of its incorporation, and the words "Corporate
Seal" and "Delaware".
Section 5. Corporate Records. The Corporation may keep its stock ledger,
books of account and minutes of proceedings of the stockholders, the Board of
Directors and the committees of the Board of Directors, either within or without
the State of Delaware, as the Board of Directors may from time to time
determine.
Section 6. Checks. Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, issued in the frame
of or payable to the Corporation, shall be signed or endorsed by such person or
persons in such manner as, from time to time, shall be determined by resolution
of the Board of Directors.
Section 7. Representation of Shares of Other Corporations. The Chairman of
the Board, President, Secretary and Treasurer of this Corporation are each
authorized to vote, represent and exercise on behalf of this Corporation all
rights incident to any and all shares of any other corporation or corporations
standing in the name of this Corporation. The authority herein granted to said
officers to vote or represent on behalf of this Corporation any and all shares
held by this Corporation in any other corporation or corporations may be
exercised either by such officers in person or by any person authorized to do so
by proxy or power of attorney duly executed by said officers.
Section 8. Notice. Whenever, under the provisions of law or of the
Certificate of Incorporation or of these by-laws, notice is required to be given
to any director, stockholder, officer or agent, it shall not be construed to
mean personal notice, but such notice may be given in writing, by mail,
addressed to such person, at his address as it appears on the records of the
corporation, with postage thereon prepaid, or by telegram and such notice shall
be deemed to be given at the time when the same shall be deposited in the United
States mail or delivered to the telegraph office, as the case may be. Notice to
directors may also be given by telephone. Whenever any notice is required to be
given under the provisions of law or the Certificate of Incorporation or of
these by-laws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
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ARTICLE X
Amendments
Section 1. Power of Stockholders. New by-laws may be adopted, or these
by-laws may be amended or repealed, by the majority vote of the outstanding
shares of the Corporation, or by the written consent of the holders of such
shares.
Section 2. Power of Directors. The Directors may amend these By-laws by
majority vote.
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EXHIBIT 5.1
[Letterhead of]
WINSTON & STRAWN
April 12, 1999
SFX Entertainment, Inc.
650 Madison Avenue
New York, New York 10022
Ladies and Gentlemen:
We have acted as special counsel to SFX Entertainment, Inc., a Delaware
corporation (the "Company"), and certain of its subsidiaries ("Guarantors") in
connection with their filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities Act"), of a
registration statement on Form S-4, Reg. No. 333-72275 (the "Registration
Statement"), relating to the Company's 9 1/8% Senior Subordinated Notes due
December 1, 2008 (the "New Notes") and the Guarantees thereof, which are being
registered under the Securities Act, and which will be issued under the
Indenture, dated as of November 28, 1998 (as amended and supplemented, the
"Indenture"), among the Company, the Guarantors and The Chase Manhattan Bank,
as Trustee thereunder (the "Trustee"). The New Notes are to be offered in
exchange for the Company's outstanding 9 1/8% Senior Subordinated Notes due
December 1, 2008 (the "Old Notes") and the Guarantees thereof. Except as
otherwise specified, terms used herein shall have the same meanings as are
ascribed to such terms in the Indenture.
This opinion letter is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion letter, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, in the form filed with the
Commission and as amended through the date hereof; (ii) the Certificates of
Incorporation of the Company and the organizational instruments of each of the
Guarantors, as currently in effect; (iii) the By-laws of the Company and each
of the Guarantors, as currently in effect; (iv) the Indenture; (v) the form of
the New Notes; and (vi) resolutions of the Boards of Directors of the Company
and each of the Guarantors relating to, among other things, the issuance and
exchange of the New Notes for the Old Notes, the issuance of the Guarantees and
the filing of
<PAGE>
SFX Entertainment, Inc.
April 12, 1999
Page 2
the Registration Statement. We also have examined such other documents as we
have deemed necessary or appropriate as a basis for the opinions set forth
below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to certain facts
material to this opinion letter , we have relied without independent
verification upon oral or written statements and representations of officers
and other representatives of the Company, the Guarantors and others.
Based upon and subject to the foregoing, we are of the opinion that:
1. The issuance and exchange of the New Notes for the Old Notes and the
issuance of the Guarantees have been duly authorized by requisite corporate
action on the part of the Company and the Guarantors, respectively.
2. The New Notes and the Guarantees will be valid and binding obligations
of the Company and the Guarantors, respectively, entitled to the benefits of
the Indenture and enforceable against the Company and the Guarantors,
respectively, in accordance with their terms, except to the extent that the
enforceability thereof may be limited by (x) bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws now or hereafter
in effect relating to creditors' rights generally and (y) general principles of
equity (regardless of whether enforceability is considered in a proceeding at
law or in equity) when (i) the Registration Statement, as finally amended
(including all necessary post-effective amendments), shall have become
effective under the Securities Act; (ii) the New Notes are duly executed and
authenticated in accordance with the provisions of the Indenture; and (iii) the
New Notes shall have been issued and delivered in exchange for the Old Notes
pursuant to the terms set forth in the Prospectus.
The foregoing opinions are limited to the laws of the United States, the
State of New York and the General Corporation Law of the State of Delaware. We
express no opinion as to the application of the securities or blue sky laws of
the various states to the issuance or exchange of the New Notes.
We hereby consent to the reference to our firm under the heading "Legal
Matters" in the prospectus included in the Registration Statement and to the
filing of this opinion letter with the Commission as an exhibit to the
Registration Statement or incorporated by reference therein. In giving such
consent, we do not concede that we are experts within the meaning of the
<PAGE>
SFX Entertainment, Inc.
April 12, 1999
Page 3
Securities Act or the rules and regulations thereunder or that this consent is
required by Section 7 of the Securities Act.
Very truly yours,
/S/WINSTON & STRAWN
<PAGE>
EXHIBIT 12.1
SFX ENTERTAINMENT, INC.
RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------------------------
PREDECESSOR
--------------------------------
1994 1995 1996 1997 1998
----------- --------- ---------- --------- ------------
(DOLLARS IN THOUSANDS, EXCEPT RATIOS)
<S> <C> <C> <C> <C> <C>
Earnings:
Net income (loss) before provision for income taxes ....... $ 1,417 $ 160 $ (409) $4,304 $ (62,934)
Equity income (loss) from
investments, net of distributions ........................ 73 2 16 (479) 2,809
Interest expense .......................................... 144 144 60 1,590 50,759
Portion of rents representative of an interest factor ..... 268 278 291 918 3,533
------- ------ ------ ------ ---------
Total earnings ............................................ $ 1,902 $ 584 $ (42) $6,333 $ (5,833)
======= ====== ====== ====== =========
Fixed Charges:
Interest expense .......................................... $ 144 $ 144 $ 60 $1,590 $ 50,759
Portion of rents representative of an interest factor ..... 268 278 291 918 3,533
------- ------ ------ ------ ---------
Total fixed charges ....................................... $ 412 $ 422 $ 351 $2,508 $ 54,292
======= ====== ====== ====== =========
Ratio of earnings to fixed charges (deficiency in the
coverage of fixed charges by earnings before fixed
charges)(a) .............................................. 4.6x 1.4x $ (393) 2.5x $ (60,125)
======= ====== ====== ====== =========
</TABLE>
- ---------
(a) For the purposes of the ratio of earnings to fixed charges,
earnings were calculated by adding pretax income, interest expense,
amortization of debt issuance costs, and the portion of rents
representative of an interest factor. Combined fixed charges consist
of interest expense, and the portion of rents representative of an
interest factor. For the periods in which earnings were insufficient
to cover combined fixed charges, the dollar amount of coverage
deficiency, instead of the ratio is disclosed.
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-4) and related Prospectus
of SFX Entertainment, Inc. for the registration of $200,000,000 in aggregate
principal of 9 1/8% Senior Subordinated Notes due 2008 and to the incorporation
by reference therein of our reports dated: i) February 25, 1999, with respect
to the consolidated financial statements of SFX Entertainment, Inc. and ii)
October 2, 1997, with respect to the consolidated financial statements of
Delsener/Slater Enterprises, Ltd. and Affiliated Companies, both included in
its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
----------------------------
Ernst & Young LLP
New York, New York
April 12, 1999
<PAGE>
LETTER OF TRANSMITTAL
OFFER TO EXCHANGE ALL
OUTSTANDING 9 1/8% SENIOR SUBORDINATED NOTES DUE 2008
FOR
REGISTERED 9 1/8% SENIOR SUBORDINATED NOTES DUE 2008
Pursuant to the Prospectus, dated , 1999
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 1999 UNLESS EXTENDED IN THE SOLE
DISCRETION OF THE COMPANY. TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
Delivery to: ChaseMellon Shareholder Services, L.L.C., the Exchange Agent (the
"Exchange Agent")
By U.S. Mail:
ChaseMellon Shareholder Services, L.L.C.
Post Office Box 3301
South Hackensack, NJ 07606
Attn: Reorganization Department
By Hand:
ChaseMellon Shareholder Services, L.L.C.
120 Broadway, 13th Floor
New York, NY 10271
Attn: Reorganization Department
By Overnight Delivery:
ChaseMellon Shareholder Services, L.L.C.
85 Challenger Road
Mail Drop-Reorg
Ridgefield Park, NJ 07660
Facsimile Number:
(201) 296-4293
Confirm Facsimile Only:
(201) 296-4860
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
Georgeson & Company Inc. has been appointed as Information Agent (the
"Information Agent") for the Exchange Offer. Any questions or requests for
assistance or additional copies of the Prospectus (as defined below), this
Letter of Transmittal and/or the Notice of Guaranteed Delivery may be directed
to the Information Agent at its telephone number and address set forth below.
You may also contact your broker, dealer, commercial bank or trust company or
other nominee for assistance concerning the exchange offer.
The Information Agent for the Offer is
GEORGESON
& COMPANY INC.
Wall Street Plaza
New York, New York 10005
Banks and Brokers Call Collect: 92120 440-9800
ALL OTHERS CALL TOLL FREE 1-800-223-2064
The undersigned acknowledges that he or she has received the Prospectus,
dated , 1999 (the "Prospectus"), of SFX Entertainment, Inc., a Delaware
corporation (the "Company"), and this Letter of Transmittal (this "Letter"),
which together constitute the Company's offer (the "Exchange Offer") to
exchange $1,000 principal amount of its registered 91/8% Senior Subordinated
Notes due 2008 (the "New Notes") for each $1,000 principal amount of its
outstanding 91/8% Senior Subordinated Notes due 2008 (the "Old Notes"), of
which $200.0 million in aggregate principal amount are outstanding.
With respect to the Old Notes accepted for exchange, the holders of such
Old Notes will receive New Notes which will bear interest at the same rate and
on the same terms as their Old Notes. Consequently, interest on the New Notes
will be payable semi-annually on June 1 and December 1, at the rate of 91/8%
per annum. The New Notes will bear interest from and including December 1,
1998, the last date of interest payment on the Old Notes. Holders whose Old
Notes are accepted for exchange will be deemed to have waived the right to
receive any interest accrued on the Old Notes.
This Letter is to be completed by a holder of Old Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Old Notes, if available, is to be made by book-entry transfer (the "Book-Entry
Transfer Facility") to the
<PAGE>
account maintained by the Exchange Agent at The Depository Trust Company
("DTC") pursuant to the procedures set forth in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus. Holders of Old Notes whose
certificates are not immediately available, or who are unable to deliver their
certificates or confirmation of the book-entry tender of their Old Notes into
the Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") and all other documents required by this Letter to the Exchange
Agent on or prior to 5:00 P.M., New York City time, on , 1999, at which
time the Exchange Offer and withdrawal rights will expire (the "Expiration
Date"), must tender their Old Notes according to the guaranteed delivery
procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures"
section of the Prospectus. Delivery of documents to the Book-Entry Transfer
Facility does not constitute delivery to the Exchange Agent.
Any beneficial owner whose Old Notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact such registered holder of Old Notes promptly and
instruct such registered holder of Old Notes to tender on behalf of the
beneficial owner. If such beneficial owner wishes to tender on its own behalf,
such beneficial owner must, prior to completing and executing this Letter and
delivering its Old Notes, either make appropriate arrangements to register
ownership of the Old Notes in such beneficial owner's name or obtain a properly
completed bond power from the registered holder of Old Notes. The transfer of
record ownership may take considerable time.
The undersigned has completed the appropriate boxes below and signed this
letter to indicate the action the undersigned desires to take with respect to
the Exchange Offer.
List below the Old Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and the aggregate
principal amount of the Old Notes should be listed on a separate signed
schedule affixed hereto.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF NOTES 1 2 3
- ---------------------------------------------------------------------------------------------------------------------
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE AGGREGATE PRINCIPAL AGGREGATE PRINCIPAL
(PLEASE FILL IN, IF BLANK) NUMBERS(S)* AMOUNT AMOUNT TENDERED**
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
---------------------------------------------------------------------
TOTAL
- ---------------------------------------------------------------------------------------------------------------------
* Need not be completed if Old Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old
Notes represented by the Old Notes indicated in column 2. See Instruction 2.
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>
(BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY)
[ ]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution_____________________________________________
Account Number_____________________ Transaction Code Number_______________
[ ]CHECK HERE IF TENDERED NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE
FOLLOWING:
Name(s) of Registered Holder(s)___________________________________________
Window Ticket Number (if any)_____________________________________________
2
<PAGE>
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of Old
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Company all rights, title
and interest in and to such Old Notes as is being tendered hereby, and hereby
appoints the Exchange Agent as the true and lawful agent and attorney-in-fact
(with full knowledge that the Exchange Agent also acts as agent of the Company)
of such holder of Old Notes, to (i) transfer ownership of such Old Notes on the
account books maintained by DTC (together, in any such case, with all
accompanying evidences of transfer and authenticity), to the Company, (ii)
present and deliver such Old Notes for transfer on the books of the Company and
(iii) receive all benefits and otherwise exercise all rights and incidents of
beneficial ownership with respect to such Old Notes, all in accordance with the
terms of the Exchange Offer. The power of attorney granted in this paragraph
shall be deemed to be irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Old Notes
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances
and not subject to any adverse claim when the same is accepted by the Company.
The undersigned hereby further represents that any New Notes acquired in
exchange for Old Notes tendered hereby will have been acquired in the ordinary
course of business of the person receiving such New Notes, whether or not such
person is the undersigned, that neither the holder of such Notes nor any such
other person has an arrangement or understanding with any person to participate
in the distribution of such New Notes and that neither the holder of such Notes
nor any such other person is an "affiliate," as defined in Rule 405 under the
Securities Act of 1933, as amended (the "Securities Act"), of the Company.
The undersigned hereby represents and warrants that (i) the undersigned
has a net long position within the meaning of Rule 14e-4 under the Securities
Exchange Act of 1934, as amended ("Rule 14e-4"), equal to or greater than the
principal amount of Old Notes tendered hereby; and (ii) the tender of such Old
Notes complies with Rule 14e-4 (to the extent that Rule 14e-4 is applicable to
such exchange).
The undersigned hereby further represents to the Company that the New
Notes to be acquired by the undersigned in exchange for the Old Notes tendered
hereby and any beneficial owner(s) of such Notes in connection with the
Exchange Offer will be acquired by the undersigned and such beneficial owner(s)
in the ordinary course of business of the undersigned, the undersigned (if not
a broker-dealer referred to in the last sentence of this paragraph) is not
participating and does not intend to participate in the distribution of the New
Notes, the undersigned has no arrangement or understanding with any person to
participate in the distribution of the New Notes, the undersigned and each
beneficial owner acknowledges and agrees that any person participating in the
New Offer for the purpose of distributing the New Notes must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with a secondary resale transaction of the New Notes acquired by
such person and cannot rely on the position of the staff of the Commission set
forth in certain no-action letters, the undersigned and each beneficial owner
understands that a secondary resale transaction described in clause (i), above
should be covered by an effective registration statement containing the selling
security holder information required by Item 507 or Item 508, as applicable, of
Regulation S-K of the Commission and neither the undersigned nor any beneficial
owner is an "affiliate" of the Company, as defined under Rule 405 under the
Securities Act. If the undersigned is a broker-dealer that will receive New
Notes for its own account in exchange for Old Notes that were acquired as a
result of market making activities or other trading activities, it acknowledges
that it will deliver a prospectus meeting the requirements of the Securities
Act in connection with any resale of such New Notes received in respect of such
Old Notes pursuant to the Exchange Offer however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in "The Exchange Offer--Withdrawal Rights"
section of the Prospectus.
3
<PAGE>
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated above maintained at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the New Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes
not exchanged) to the undersigned at the address shown above in the box
entitled "Description of Notes."
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED -DESCRIPTION OF NOTES-
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS
SET FORTH IN SUCH BOX ABOVE.
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes not exchanged and/or
New Notes are to be issued in the name of and sent to someone other than the
person or persons whose signature(s) appear(s) on this Letter above, or if
Notes delivered by book-entry transfer which is not accepted for exchange is
to be returned by credit to an account maintained at the Book-Entry Transfer
Facility other than the account indicated above.
Issue: New Notes and/or Old Notes to:
Name(s)...........................................................
(Please type or print)
....................................................................
(Please type or print)
Address........................................................
....................................................................
....................................................................
(Zip Code)
(COMPLETE SUBSTITUTE FORM W-9)
[ ] Credit unexchanged Old Notes delivered by
Book-Entry Transfer Facility set forth
below.
- -------------------------------------
(Book-Entry Transfer Facility
Account Number, if applicable)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3 AND 4)
To be completed ONLY if certificates for Old Notes not exchanged and/or
New Notes are to be sent to someone other than the person or persons whose
signature(s) appear(s) on this Letter above, or to such person or persons at
an address other than shown in the box entitled "Description of Notes" on
this Letter above.
Mail: New Notes and/or Old Notes to:
Name(s)...........................................................
(Please type or print)
....................................................................
(Please type or print)
Address........................................................
....................................................................
....................................................................
(Zip Code)
IMPORTANT: THIS LETTER (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A
BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF
GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M.
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
4
<PAGE>
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS)
(COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ON REVERSE SIDE)
X..............................................., , 1999
X..............................................., , 1999
X..............................................., , 1999
Signature(s) of Owner Date
Area Code and Telephone Number..................................... . .
If a holder is tendering any Old Notes, this Letter must be signed by the
registered holder(s) as the name(s) appear(s) on the certificate(s) for the
Old Notes, or by any person(s) authorized to become registered holder(s) by
endorsements and documents transmitted herewith. If a signature is by a
trustee, executor, administrator, guardian, officer or other person acting in
a fiduciary or representative capacity, please set forth full title. See
Instruction 3.
Name(s):.................................................................
............................................................................
(Please Type or Print)
Capacity:................................................................
Address:.................................................................
............................................................................
(Including Zip Code)
SIGNATURE GUARANTEE
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution:......................................... . .
(Authorized Signature)
............................................................................
(Title)
............................................................................
(Name and Firm)
Dated: ........................................................, 1999
5
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF OFFER TO EXCHANGE ALL
OUTSTANDING 91/8% SENIOR SUBORDINATED NOTES DUE 2008
FOR REGISTERED 91/8% SENIOR SUBORDINATED NOTES DUE 2008
OF SFX ENTERTAINMENT, INC.
1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.
This letter is to be completed by securityholders either if certificates
are to be forwarded herewith or if tenders are to be made pursuant to the
procedures for delivery by book-entry transfer set forth in "The Exchange
Offer--Book-Entry Transfer" section of the Prospectus. Certificates for all
physically tendered Old Notes, or Book-Entry Confirmation, as the case may be,
as well as a properly completed and duly executed Letter (or manually signed
facsimile hereof) and any other documents required by this Letter, must be
received by the Exchange Agent at the address set forth herein or prior to 5:00
p.m., New York City time, on the Expiration Date, or the tendering holder must
comply with the guaranteed delivery procedures set forth below.
Securityholders whose certificates for Old Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Old Notes pursuant to the guaranteed delivery procedures set forth
in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through
an Eligible Institution, (ii) prior to the Expiration Date, the Exchange Agent
must receive from such Eligible Institution a properly completed and duly
executed Letter (or a facsimile thereof) and Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by telegram, telex,
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Old Notes and the amount of Old Notes tendered,
stating that the tender is being made thereby and guaranteeing that within
three New York Stock Exchange ("NYSE") trading days after the date of execution
of the Notice of Guaranteed Delivery, the certificates for all physically
tendered Old Notes in proper format for transfer, or a Book-Entry Confirmation
as the case may be, and any other documents required by this Letter will be
deposited by the Eligible Institution with the Exchange Agent, and (iii) the
certificates for all physically tendered Old Notes, in proper form for
transfer, or Book-Entry Confirmation, as the case may be, and all other
documents required by this Letter, are received by the Exchange Agent within
three NYSE trading days after the date or execution of the Notice of Guaranteed
Delivery.
The method of delivery of this Letter, the Old Notes, and all other
required documents is at the election and risk of the tendering holders, but
the delivery will be deemed made only when actually received or confirmed by
the Exchange Agent. If Old Notes are sent by mail, it is suggested that
registered mail, properly insured, with return receipt requested, be used and
that the mailing be made sufficiently in advance of the Expiration Date to
permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time,
on the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO SECURITYHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
If less than all of the Old Notes evidenced by a submitted certificate are
to be tendered, the tendering holder(s) should fill in the aggregate principal
amount of Old Notes to be tendered in the box above entitled "Description of
Notes--Aggregate Principal Amount Tendered." A reissued certificate
representing the balance of nontendered Old Notes will be sent to such
tendering holder, unless otherwise provided in the appropriate box on this
Letter, promptly after the Expiration Date. All of the Old Notes delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated.
3. SIGNATURES ON THIS LETTER; POWERS OF ATTORNEY AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this letter is signed by the registered holder of the Old Notes
tendered hereby, the signature must correspond exactly with the name as written
on the face of the certificates without any change whatsoever.
<PAGE>
If any tendered Old Notes are owned of record by two or more joint owners,
all of such owners must sign this Letter.
If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder or holders of the Old
Notes specified herein and tendered hereby, no endorsements of certificates or
separate powers of attorney are required. If, however, the New Notes are to be
issued, or any untendered Old Notes are to be reissued, to a person other than
the registered holder, then endorsements or any certificates transmitted hereby
or separate powers of attorney are required to be submitted together with the
certificates for Old Notes. Signatures on such certificate(s) must be
guaranteed by an Eligible Institution, as defined below.
If this Letter is signed by a person or persons other than the registered
holder or holders of any certificate(s) specified herein, such certificate(s)
must be endorsed or accompanied by appropriate powers of attorney, in either
case signed exactly as the name or names of the registered holder or holders
appear(s) on the certificate(s) and signatures on such certificate(s) must be
guaranteed by an Eligible Institution.
If this Letter or any certificates or powers of attorney are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers or
corporations or other acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
proper evidence satisfactory to the Company or their authority to so act must
be submitted.
Endorsements on certificates for Old Notes or signatures on powers of
attorney required by this Instruction 3 must be guaranteed by a firm which is a
member of a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc. or by a commercial bank or trust
company having an office of correspondent in the United States (an "Eligible
Institution").
Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Old Notes are tendered: (i) by a registered holder of
Old Notes (which term, for purposes of the Exchange Offer, includes any
participant in the Book-Entry Transfer Facility system whose name appears on a
security position listing as the holder of such Notes) who has not completed
the box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on this Letter, or (ii) for the account of an Eligible
Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Old Notes should indicate in the applicable box above
the name and address to which New Notes issued pursuant to the Exchange Offer
and/or substitute certificates evidencing Old Notes not exchanged are to be
issued or sent, if different from the name or address of the person signing
this Letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Securityholders tendering Old Notes by book-entry may request that
Old Notes not exchanged be credited to such account maintained at the
Book-Entry Transfer Facility as such securityholder may designate hereon. If no
such instructions are given, such Old Notes not exchanged will be returned to
the name or address of the person signing this Letter.
5. TAX IDENTIFICATION NUMBER.
Federal income tax law generally requires that a tendering holder whose
Old Notes are accepted for exchange must provide the Company (as payor) with
such holder's correct Taxpayer Identification Number ("TIN") on Substitute Form
W-9 below, which in the case of a tendering holder who is an individual, is his
or her social security number. If the Company is not provided with the correct
TIN or an adequate basis for an exemption, such tendering holder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, delivery
to such tendering holder of New Notes
<PAGE>
may be subject to backup withholding in an amount equal to 31% of all
reportable payments made after the exchange. If withholding results in an
overpayment of taxes, a refund may be obtained.
Exempt holders of Old Notes (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. See the enclosed Guidelines of Certification of
Taxpayer Identification Number on Substitute Form W-9 (the "W-9 Guidelines")
for additional instructions.
To prevent backup withholding, each tendering holder of Old Notes must
provide its correct TIN by completing the Substitute Form W-9 set forth below,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN) and that (i) the holder is exempt from backup withholding, or (ii) the
holder has not been notified by the Internal Revenue Service that such holder
is subject to backup withholding as a result of a failure to report all
interest or dividends or (iii) the Internal Revenue Service has notified the
holder that such holder is no longer subject to backup withholding. If the
tendering holder of Old Notes is a nonresident alien or foreign entity not
subject to backup withholding, such holder must give the Company a completed
Form W-8, Certificate of Foreign Status. These forms may be obtained from the
Exchange Agent. If the Old Notes are in more than one name or are not in the
name of the actual owner, such holder should consult the W-9 Guidelines for
information on which TIN to report. If such holder does not have a TIN, such
holder should (i) consult the W-9 Guidelines for instructions on applying for a
TIN, (ii) check the box in Part 2 of the Substitute Form W-9 and (iii) write
"applied for" in lieu of its TIN. Note: Checking this box and writing "applied
for" on the form means that such holder has already applied for a TIN or that
such holder intends to apply for one in the near future. If such holder does
not provide its TIN to the Company within 60 days, backup withholding will
begin and continue until such holder furnishes its TIN to holders.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer or Old Notes to it or its order pursuant to the Exchange Offer. If
however, New Notes and/or substitute Old Notes not exchanged are to be
delivered to, or are to be registered or issued in the name of, any person
other than the registered holder of the Old Notes tendered hereby, or if
tendered Old Notes are registered in the name of any person other than the
person signing this Letter, or if a transfer tax is imposed for any reason
other than the transfer of Old Notes to the Company or its order pursuant to
the Exchange Offer, the amount of any such transfer taxes (whether imposed on
the registered holder or any other persons) will be payable by the tendering
holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted herewith, the amount of such transfer taxes will be
billed directly to such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE NOTES SPECIFIED IN THIS LETTER.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to waive satisfaction of any or
all conditions enumerated in the Prospectus.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Old Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Old Notes
for exchange.
Neither the Company, the Exchange Agent nor any other person is obligated
to give notice or any defect or irregularity with respect to any tender of Old
Notes nor shall any of them incur any liability for failure to give any such
notice.
<PAGE>
9. MUTILATED, LOST, STOLEN OR DESTROYED NOTES.
Any holder whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, may be directed to the
Exchange Agent, at the address and telephone number indicated above.
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYOR'S NAME: CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
<TABLE>
<S> <C>
PART 1--PLEASE PROVIDE YOUR TIN TIN: -------------------------
SUBSTITUTE IN THE BOX AT RIGHT AND CERTIFY Social Security Number or
FORM W-9 BY SIGNING AND DATING BELOW
DEPARTMENT OF THE TREASURY Employer Identification Number
PART 2--TIN Applied for [ ]
INTERNAL REVENUE SERVICE
11. CERTIFICATION--UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
PAYER'S REQUEST FOR TAXPAYER (1) The number shown on this form is my correct Taxpayer Identification Number (or I
IDENTIFICATION NUMBER am waiting for a number to be issued to me).
("TIN") AND (2) I am not subject to backup withholding because (a) I am exempt from backup
CERTIFICATION withholding or (b) I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject to backup withholding as a result of a failure to report all
interest or dividends or (c) the IRS has notified me that I am no longer subject to
backup withholding, and
(3) any other information provided on this form is true and correct.
SIGNATURE.................................DATE...............................
You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup
withholding because of underreporting of interest or dividends on your tax return and you have not been notified by the
IRS that you are no longer subject to backup withholding.
</TABLE>
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 2 OF THE SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or
(b) I intend to mail or deliver an application in the near future. I
understand that if I do not provide a taxpayer identification number by the
time of the exchange, 31 percent of all reportable payments made to me will
be withheld until I provide a number.
----------------------------- -----------------------------
Signature Date
<PAGE>
NOTICE OF GUARANTEED DELIVERY FOR
SFX ENTERTAINMENT, INC.
This form or one substantially equivalent hereto must be used to accept
the Exchange Offer (the "Exchange Offer") of SFX Entertainment, Inc. (the
"Company") made pursuant to the Prospectus, dated , 1999 (the
"Prospectus"), if certificates for outstanding 91/8% Senior Subordinated Notes
due 2008 (the "Old Notes") of the Company are not immediately available or if
the procedure for book-entry transfer cannot be completed on a timely basis or
time will not permit all required documents to reach the Company prior to
5:00 p.m., New York City time, on , 1999, at which time the Exchange
Offer and withdrawal rights will expire unless extended by the Company (the
"Expiration Date"). Such form may be delivered or transmitted by mail, hand or
overnight courier to ChaseMellon Shareholder Services, L.L.C. (the "Exchange
Agent") as set forth below. In addition, in order to utilize the guaranteed
delivery procedure to tender the Old Notes pursuant to the Exchange Offer, a
completed, signed and dated Letter of Transmittal must also be received by the
Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
Capitalized terms not defined herein are defined in the Prospectus.
Delivery to: ChaseMellon Shareholder Services, L.L.C., the Exchange Agent
<TABLE>
<S> <C> <C>
By Hand: By Overnight Delivery:
By U.S. Mail:
ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C.
Post Office Box 3301 120 Broadway, 13th Floor 85 Challenger Road
South Hackensack, NJ 07606 New York, NY 10271 Mail Drop-Reorg
Attn: Reorganization Department Attn: Reorganization Department Ridgefield Park, NJ 07660
</TABLE>
Facsimile Number: Confirm Facsimile Only:
(201) 296-4293 (201) 296-4860
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the aggregate principal amount of Old Notes set forth below, pursuant
to the guaranteed delivery procedure described in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus.
<TABLE>
<S> <C>
Aggregate Principal Amount of Old Notes
tendered:
$_________________________________
Certificate Nos. (if available):
- ----------------------------------
Aggregate Principal Amount Represented by If Old Notes will be delivered by book-entry
Old Certificates(s): transfer to The Depository Trust Company,
provide account number.
$_________________________________ Account Number______________________
</TABLE>
<PAGE>
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
PLEASE SIGN HERE
X _______________________________ __________ , 1999
X _______________________________ __________ , 1999
Signature(s) of Owner(s) or Date
Authorized Signatory
Area Code and Telephone
Number: _____________________
Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on
certificates for Old Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below.
PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
-------------------------------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
Capacity:
-------------------------------------------------------------------
Address(es):
-------------------------------------------------------------------
-------------------------------------------------------------------
-------------------------------------------------------------------
GUARANTEE
The undersigned, a member of a registered national securities exchange, or
a member of the National Association of Securities Dealers, Inc., or a
commercial bank or trust company having an office or correspondent in the
United States, hereby guarantees that the certificates representing the
aggregate principal amount of Notes tendered hereby in proper form for
transfer, or timely confirmation of the book-entry transfer of such Old Notes
into the Exchange Agent's account at The Depository Trust Company pursuant to
the procedures set forth in "The Exchange Offer-Guaranteed Delivery Procedures"
section of the Prospectus, together with a properly completed and duly executed
Letter of Transmittal (or a manually signed facsimile thereof) with any
required signature guarantee and any other documents required by the Letter of
Transmittal, will be received by the Exchange Agent at the address set forth
above, no later than three New York Stock Exchange trading days after the date
of execution hereof.
___________________________________________
Name of Firm
___________________________________________
Address
___________________________________________
City State Zip Code
Area Code and Tel. No._____________________
___________________________________________
Authorized Signature
___________________________________________
Title
Name:______________________________________
(Please Type or Print)
Dated:_____________________________________
NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR
OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.
<PAGE>
SFX ENTERTAINMENT, INC.
OFFER TO EXCHANGE ALL
OUTSTANDING 91/8% SENIOR SUBORDINATED NOTES DUE 2008
FOR
REGISTERED 91/8% SENIOR SUBORDINATED NOTES DUE 2008
TO OUR CLIENTS:
Enclosed for your consideration is a Prospectus, dated , 1999 (the
"Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of SFX
Entertainment, Inc. (the "Company"), to exchange (the "Exchange Offer") $1,000
principal amount of its 91/8% Senior Subordinated Notes due 2008, which have
been registered under the Securities Act of 1933, as amended, pursuant to a
registration statement of which the Prospectus is part for each $1,000
principal amount of its outstanding 91/8% Senior Subordinated Notes due 2008
(the "Old Notes") of which $200.0 million in aggregate principal amount are
outstanding as of the date hereof. The Exchange Offer is made upon the terms
and subject to the conditions described in the Prospectus and the Letter of
Transmittal. The Exchange Offer is being made in order to satisfy certain
obligations of the Company contained in the Registration Rights Agreement dated
November 25, 1998, among the Company, the guarantors described therein, Morgan
Stanley & Co. Incorporated, Lehman Brothers Inc., BancBoston Robertson Stephens
Inc. and BNY Capital Markets, Inc.
This material is being forwarded to you as the beneficial owner of the Old
Notes carried by us in your account but not registered in your name. A tender
of such Old Notes may only be made by us as the holder of record and pursuant
to your instructions.
Accordingly, we request instructions as to whether you wish us to tender
on your behalf the Old Notes held by us for your account, pursuant to the terms
and conditions set forth in the enclosed Prospectus and Letter of Transmittal.
Your instructions should be forwarded to us as promptly as possible in
order to permit us to tender the Old Notes on your behalf in accordance with
the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00
p.m., New York City time, on , 1999. Old Notes tendered pursuant to the
Exchange Offer may be withdrawn at any time before the Expiration Date.
Your attention is directed to the following:
1. The Exchange Offer is for any and all of the outstanding Old Notes.
2. The Exchange Offer is subject to certain conditions set forth in the
Prospectus in the section captioned "The Exchange Offer--Certain Conditions to
the Exchange Offer."
3. Any transfer taxes incident to the transfer of Old Notes from the
holder to the Company will be paid by the Company, except as otherwise provided
in the Instructions in the Letter of Transmittal.
4. The Exchange Offer and withdrawal rights expire at 5:00 p.m., New York
City time, on , 1999, unless extended by the Company in its sole
discretion.
If you wish to have us tender your Old Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY
AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OLD NOTES.
<PAGE>
INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by SFX
Entertainment, Inc. with respect to the Old Notes.
This will instruct you to tender the Old Notes held by you for the account
of the undersigned, upon and subject to the terms and conditions set forth in
the Prospectus and the related Letter of Transmittal.
Please tender the Old Notes held by you for my account as indicated below:
PRINCIPAL AMOUNT OF NOTES
91/8% Senior Subordinated Notes due
2008............................................................... . .
[ ] Please do not tender any Notes
held by you for my account.
Dated:--------------------- , 1999
----------------------------------
----------------------------------
Signature(s)
----------------------------------
----------------------------------
----------------------------------
Please print name(s) here
----------------------------------
----------------------------------
Address(es)
----------------------------------
----------------------------------
Area Code and Telephone Number
----------------------------------
Tax Identification or Social Security No(s).
None of the Old Notes held by us for your account will be tendered unless we
receive written instructions from you to do so. Unless a specific contrary
instruction is given in the space provided, your signature(s) hereon shall
constitute an instruction to us to tender all of the Old Notes held by us for
your account.
<PAGE>
SFX ENTERTAINMENT, INC.
OFFER TO EXCHANGE ALL
OUTSTANDING 91/8% SENIOR SUBORDINATED NOTES DUE 2008
FOR
REGISTERED 91/8% SENIOR SUBORDINATED NOTES DUE 2008
TO: BROKERS, DEALERS, COMMERCIAL BANKS,
TRUST COMPANIES AND OTHER NOMINEE:
SFX Entertainment, Inc. (the "Company") is offering, upon and subject to
the terms and conditions set forth in the Prospectus, dated , 1999 (the
"Prospectus"), and the enclosed Letter of Transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") $1,000 principal amount of
its 91/8% Senior Subordinated Notes due 2008, which exchange has been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to a registration statement of which the Prospectus is a part for each
$1,000 principal amount of its outstanding 91/8% Senior Subordinated Notes due
2008 (the "Old Notes") of which $200.0 million in aggregate principal amount
are outstanding as of the date hereof. The Exchange Offer is being made in
order to satisfy certain obligations of the Company contained in the
Registration Rights Agreement dated Nobember 25, 1998, among the Company, the
guarantors described therein, Morgan Stanley & Co. Incorporated, Lehman
Brothers Inc., BancBoston Robertson Stephens Inc. and BNY Capital Markets, Inc.
We are requesting that you contact your clients for whom you hold Old
Notes regarding the Exchange Offer. For your information and for forwarding to
your clients for whom you hold Old Notes registered in your name or in the name
of your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:
1. Prospectus dated , 1999;
2. The Letter of Transmittal for your use and for the information of your
clients;
3. A Notice of Guaranteed Delivery to be used to accept the Exchange
Offer, if certificates for Old Notes are not immediately available, or time
will not permit all required documents to reach the Exchange Agent prior to the
Expiration Date (as defined below), or if the procedure for book-entry transfer
cannot be completed on a timely basis;
4. A form of letter which may be sent to your clients for whose account
you hold Old Notes registered in your name or the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Exchange Offer; and
5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.
Your prompt action is requested. The Exchange Offer and withdrawal rights
will expire at
5:00 p.m., New York City time, on , 1999, unless extended by the Company.
To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees and any other required documents, should be sent to the
Exchange Agent, and certificates representing the Old Notes should be delivered
to the Exchange Agent, all in accordance with the instructions set forth in the
Letter of Transmittal and the Prospectus.
If holders of Notes wish to tender, but it is impracticable for them to
forward their certificates for Old Notes prior to the expiration of the
Exchange Offer or to comply with the book-entry transfer procedures on a timely
basis, a tender may be effected by following the guaranteed delivery procedures
described in the Prospectus under "The Exchange Offer--Guaranteed Delivery
Procedures."
<PAGE>
The Company will, upon request, reimburse brokers, dealers, commercial
banks and trust companies for reasonable and necessary costs and expenses
incurred by them in forwarding the Prospectus and the related documents to the
beneficial owners of Old Notes held by them as nominee or in a fiduciary
capacity. The Company will pay or cause to be paid all stock transfer taxes
applicable to the exchange of Old Notes pursuant to the Exchange Offer, except
as set forth in the Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to
Georgeson & Company Inc., the information agent for the Exchange Offer, at its
address and telephone number set forth on the front of the Letter of
Transmittal.
Very truly yours,
SFX ENTERTAINMENT, INC.
NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON
AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR THE INFORMATION AGENT, OR
AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON
BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR
STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.
Enclosures
