<PAGE>
THIS FILING IS MADE
PURSUANT TO RULE 424(b)(3)
UNDER THE SECURITIES ACT OF 1933
IN CONNECTION WITH
REGISTRATION NO. 333-76123
PROSPECTUS SUPPLEMENT NO. 1
TO
PROSPECTUS DATED APRIL 30, 1999
2,426,290 SHARES
S-F-X ENTERTAINMENT, INC.
CLASS A COMMON STOCK
(PAR VALUE $.01 PER SHARE)
This prospectus supplement no. 1 amends and supplements the prospectus
dated April 20, 1999 of SFX Entertainment, Inc. related to the public offering
of shares of Class A common stock held by certain named stockholders. An
aggregate of 2,426,290 shares remain to be offered from time to time by the
named stockholders.
Although this registration statement permits the named stockholders to
sell their shares from time to time in registered transactions, the fact that
such persons are named in this registration statement is not an indication of a
present intent to sell.
Specifically, this prospectus supplement no. 1 amends and restates
pages 29-33 of the prospectus. This prospectus supplement no. 1 should be read
in conjunction with the prospectus and this prospectus supplement no. 1 is
qualified by reference to the prospectus except to the extent that the
information contained herein supersedes the information contained in the
prospectus. Capitalized terms have the meaning set forth in the prospectus.
-------------------------
The date of this Prospectus Supplement is May 10, 1999
<PAGE>
SELLING STOCKHOLDERS
Pursuant to certain of its acquisition agreements, SFX is
contractually required to register the shares of the Class A common stock held
by many of the stockholders named below. In addition, this registration
statement covers certain of the restricted shares held by SFX's directors and
certain members of its senior management team.
Although this registration statement permits the persons named below to
sell their shares from time to time in registered transactions, the fact that
such persons are named below is not an indication of a present intent to sell.
In addition, as of the date hereof, SFX is not aware of any intent on the part
of its directors or senior management team to sell any shares pursuant to this
registration statement.
The following table sets forth the beneficial ownership of Class A
common stock of the named stockholders as of May 10, 1999 and the beneficial
ownership of such persons if they in fact sold all of the shares covered by this
registration statement. Assuming each named stockholder were to sell all of the
shares registered hereby, each named stockholder would own less than 1% of the
Class A common stock.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY SHARES BENEFICIALLY
OWNED BEFORE SHARES BEING OWNED AFTER THIS
THIS OFFERING(1) OFFERED OFFERING
---------------- ------------ -------------------
<S> <C> <C> <C>
David Falk(2) ....................................... 425,000(3) 325,000 100,000(3)
Thomas P. Benson(4) ................................. 29,833(5) 19,000 10,833(5)
Richard A. Liese(6) ................................. 4,800(7) 2,800 2,000(7)
D. Geoffrey Armstrong(8) ............................ 192,133(9) 161,800 30,333(9)
James F. O'Grady(10) ................................ 17,272(11) 13,000 4,272(11)
Paul Kramer(10) ..................................... 18,422 13,000 5,422
Edward Dugan(10) .................................... 8,422(11) 3,000 5,422(11)
Ron Delsener (12).................................... 80,333(13) 65,000 15,333(13)
Mitch Slater (12).................................... 92,000(14) 70,000 22,000(14)
Kraig G. Fox (15).................................... 5,498(16) 4,298 1,200(16)
Terry Moloney (17)................................... 1,600(18) 1,000 600(18)
John Coughlin (19)................................... 900(20) 500 400(20)
Lori Boxer (21)...................................... 3,800(22) 3,000 800(22)
Regina Maresca (21).................................. 700(23) 500 200(23)
Steven F. Schankman Living Trust(24)(25) ............ 212,725(26) 210,725 2,000(26)
Schankman Family Capital Limited
Partnership(24)(25) ............................... 210,000 210,000 0
Irving P. Zuckerman Living Trust(24)(27) ............ 212,725(26) 210,725 2,000(26)
Zuckerman Family Capital Limited
Partnership(24)(27) ............................... 210,000 210,000 0
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY SHARES BENEFICIALLY
OWNED BEFORE SHARES BEING OWNED AFTER THIS
THIS OFFERING(1) OFFERED OFFERING
---------------- ------------ -------------------
<S> <C> <C> <C>
June E. Brody and Steven A. Saslow, Joint
Tenants(28)(29)(30) ............................... 307,577 307,577 0
Bird Family Trust u/d/o 11/18/92(28)(29)(31) ........ 30,229 30,229 0
Gary F. Bird and Valerie Bird, Cotrustees of the Bird
Family Trust established 2/4/94(28)(29)(31) ....... 67,015 67,015 0
Smith Family Trust u/d/o 7/17/89(28)................. 60,181 60,181 0
Nicholas P. Clainos Revocable Trust(33)(34) ......... 64,182 64,182 0
Gregg W. Perloff(12)(33) ............................ 61,182(32) 59,182 2,000(32)
David Graham 1996 Irrevocable Trust dated March
14, 1996(33)(35) .................................. 43,734 43,734 0
Trust f/b/o Alexander K. Graham-Sult u/w/o William
Graham(33)(35) .................................... 12,000 12,000 0
Peter Barsotti(33) .................................. 8,244 8,244 0
Robert Barsotti(19)(33) ............................. 8,245 8,245 0
Michael Brigden(33)(36) ............................. 6,667 6,667 0
Stan Feig(33)(36) ................................... 6,734(32) 4,734 2,000(32)
David M. Mayeri(19)(33) ............................. 20,434(37) 19,734 700(37)
Gerard Pompili(33) .................................. 24,734 24,734 0
Arnold Pustilnik(19)(33) ............................ 11,651(38) 11,401 250(38)
Franklin D. Rockwell, Jr.(33) ....................... 8,245 8,245 0
Daniel L. Scher(19)(33) ............................. 24,734 24,734 0
Lee A. Smith(19)(33) ................................ 5,234(39) 4,734 500(39)
Sherry Wasserman(19)(33) ............................ 8,745(39) 8,245 500(39)
Steven Welkom(12)(33) ............................... 18,467(40) 18,067 400(40)
Bruce Morrow ........................................ 7,458 7,458 0
Donald Dell (21) .................................... 49,204 (41) 20,000 29,204(42)
William J. Allard (21) ............................. 20,624(43) 17,500 3,124(44)
Ivan G. Blumberg (21) .............................. 17,699(45) 15,000 2,699(46)
David A. Paro (21) .................................. 2,714(47) 2,500 214(46)
Patricio Apey (21) .................................. 3,535(48) 3,000 535(46)
Frederick Fried(21)(49).............................. 14,400 14,400 0
Steven Rosner(21)(49)................................ 14,400 14,400 0
Peter L. Hughes(21)(49).............................. 300 300 0
E.J. Narcise(21) and Jenifer Taschner-Narcise, as Joint
Tenants (49)....................................... 300 300 0
Jeff Sofka(21)(49)................................... 900 900 0
Eric Bechtel(21) and Felicia Bechtel, as Joint Tenants
(49)............................................... 300 300 0
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY SHARES BENEFICIALLY
OWNED BEFORE SHARES BEING OWNED AFTER THIS
THIS OFFERING(1) OFFERED OFFERING
---------------- ------------ -------------------
<S> <C> <C> <C>
Leigh Steinberg(49).................................. 7,500 7,500 0
Deerwood Associates, L.P. (49)....................... 7,500 7,500 0
</TABLE>
- ---------------------------
(1) 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 May 10, 1999.
(2) Mr. Falk acquired these shares of Class A common stock in the FAME
acquisition. Mr. Falk has served as a Member of the Office of the
Chairman and a director of SFX since June, 1998. See "Management."
(3) Includes options to purchase an aggregate of 100,000 shares of Class A
common stock which will become exercisable within 60 days of May 10,
1999.
(4) Mr. Benson has served as Vice President, Chief Financial Officer and a
director of SFX since December 1997. See "Management."
(5) Includes options to purchase an aggregate of 10,833 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(6) Mr. Liese has served as a Senior Vice President since September 1998
and as a Vice President and Associate General Counsel of SFX since
December 1997. See "Management."
(7) Includes options to purchase an aggregate of 2,000 shares of Class A
common stock which will become exercisable within 60 days of May 10,
1999.
(8) Mr. Armstrong has served as a director of SFX since December 1997. Mr.
Armstrong also served as an Executive Vice President of SFX from
December 1997 until September 1998. See "Management."
(9) Includes options to purchase an aggregate of 30,333 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(10) This selling stockholder has served as a director of SFX since
December 1997.
(11) Includes options to purchase an aggregate of 2,500 shares of Class A
common stock which are currently exercisable.
(12) This selling stockholder holds officer and director positions with
several of SFX's subsidiaries.
(13) Includes options to purchase an aggregate of 15,333 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(14) Includes options to purchase an aggregate of 22,000 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(15) Mr. Fox serves as the Vice President of Business/Legal Affairs of SFX
and holds several officer and director positions with several of SFX's
subsidiaries.
(16) Includes options to purchase an aggregate of 1,200 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(17) Mr. Moloney serves as the Controller of SFX.
(18) Includes options to purchase an aggregate of 600 shares of Class A
common stock which are, or
4
<PAGE>
will become, exercisable within 60 days of May 10, 1999.
(19) This selling stockholder holds officer positions with several of SFX's
subsidiaries.
(20) Includes options to purchase an aggregate of 400 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(21) This selling stockholder is an employee of SFX.
(22) Includes options to purchase an aggregate of 800 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(23) Includes options to purchase an aggregate of 200 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(24) These selling stockholders acquired these shares of Class A common
stock in the Contemporary acquisition.
(25) Steven Schankman, who is the trustee of the Steven F. Schankman Living
Trust and controls the Schankman Family Capital Limited Partnership,
holds officer positions with several of SFX's subsidiaries.
(26) Includes options to purchase an aggregate of 2,000 shares of Class A
common stock which will become exercisable within 60 days of May 10,
1999.
(27) Irving P. Zuckerman, who is the trustee of the Irving P. Zuckerman
Living Trust and controls the Zuckerman Family Capital Limited
Partnership, holds officer positions with several of SFX's
subsidiaries.
(28) These selling stockholders acquired these shares of Class A common
stock in the Network acquisition.
(29) An aggregate of 112,529 shares held by these selling stockholders are
subject to claims of indemnification by SFX with respect to certain
taxes.
(30) Each of these persons previously held officer positions with SFX;
however, each is no longer employed by SFX.
(31) Gary Bird is the trustee of the Bird Family Trust u/d/o 11/18/92 and a
co-trustee of the Bird Family Trust established February 4, 1994, and
holds officer positions with several of SFX's subsidiaries.
(32) Includes options to purchase an aggregate of 2,000 shares of Class A
common stock which will become exercisable within 60 days of May 10,
1999.
(33) These selling stockholders acquired these shares of Class A common
stock in the BGP acquisition.
(34) Mr. Clainos is the trustee of the Nicholas P. Clainos Revocable Trust
and holds several officer and director positions with SFX's
subsidiaries.
(35) Mr. Clainos is the trustee of the Trust f/b/o Alexander K. Graham-Sult
u/w/o William Graham and holds several officer and director positions
with SFX's subsidiaries.
(36) This selling stockholder holds an officer position with an SFX
subsidiary.
(37) Includes options to purchase an aggregate of 700 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
5
<PAGE>
(38) Includes options to purchase an aggregate of 250 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(39) Includes options to purchase an aggregate of 500 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(40) Includes options to purchase an aggregate of 400 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(41) Includes options to purchase an aggregate of 23,531 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(42) Includes options to purchase an aggregate of 4,329 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(43) Includes options to purchase an aggregate of 19,809 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(44) Includes options to purchase an aggregate of 3,107 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(45) Includes options to purchase an aggregate of 17,699 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(46) Represents options to purchase shares of Class A common stock, which
are, or will become, exercisable within 60 days of May 10, 1999.
(47) Includes options to purchase an aggregate of 2,714 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(48) Includes options to purchase an aggregate of 3,535 shares of Class A
common stock which are, or will become, exercisable within 60 days of
May 10, 1999.
(49) These selling stockholders acquired these shares of Class A common
stock in the ISI acquisition.
Certain officers and directors of SFX, including David Falk, Thomas P.
Benson, Richard A. Liese, D. Geoffrey Armstrong, James F. O'Grady, Paul Kramer
and Edward Dugan, have agreed, subject to certain exceptions, that they will
not, without the prior written consent of Bear, Stearns & Co. Inc., directly or
indirectly, sell any shares of Class A common stock or any securities
convertible into or exercisable or exchangeable for Class A common stock
beneficially owned by them during the 90 day period following February 11,
1999. However, Bear, Stearns & Co. Inc. may, in its sole discretion and at any
time without notice, release all or any portion of the securities subject to
lock-up agreements.
6
