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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) June 1, 1999
SFX ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-24017 13-3977880
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File No.) Identification No.)
650 MADISON AVENUE
16TH FLOOR
NEW YORK, NEW YORK 10022
(Address, including zip code, of principal executive offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 838-3100
No Change
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(Former name or former address, if changed since last report.)
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SFX ENTERTAINMENT, INC.
ITEM 5. OTHER EVENTS.
Reference is made to the press release of SFX Entertainment,
Inc. ("SFX"), dated June 1, 1999, attached hereto as Exhibit 99.1 and
incorporated by reference. The press release discloses that SFX has entered into
a definitive agreement to acquire substantially all of the assets of Livent Inc.
and its subsidiaries (collectively, "Livent"), including Livent's theaters in
New York, Chicago, and Toronto and the rights to current and future Livent
productions. The purchase price for the acquisition consists of: (i) cash
consideration of approximately $77.8 million (subject to certain adjustments,
including adjustments for pre-sold tickets and working capital diminution
which are presently anticipated to reduce the cash purchase price by an amount
in excess of $5 million), (ii) a deferred payment obligation having a present
value under the contract terms of approximately $17.4 million, (iii) warrants to
purchase up to 600,000 shares of SFX's Class A common stock having exercise
prices ranging between $120 and $200 per share and a five year exercise period
and (iv) a contingent payment of $5,000,000 based upon Livent's ability to
deliver certain theatrical rights in a form acceptable to SFX. The consummation
of the acquisition is subject to approval by bankruptcy courts in the United
States and Canada having jurisdiction over Livent's pending bankruptcy
proceedings as well as regulatory approvals in both countries.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
C. Exhibits.
Description Exhibit
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Press Release dated June 1, 1999 99.1
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
SFX ENTERTAINMENT, INC.
Dated: June 2, 1999 By: /s/ Howard J. Tytel
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Name: Howard J. Tytel
Title: Executive Vice President, General Counsel,
Secretary and Member of the Office of the
Chairman
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EXHIBIT INDEX
Description Exhibit
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Press Release dated June 1, 1999 99.1
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Exhibit 99.1
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PRESS RELEASE
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NEW YORK and TORONTO--(BUSINESS WIRE)--June 1, 1999--SFX Entertainment
(Nasdaq:SFXE) Livent Inc. (TSE:LIV.) SFX Entertainment, Inc. and Livent Inc.
today announced they have entered into a definitive purchase agreement for SFX
to acquire substantially all of Livent's assets, including its theaters in New
York, Chicago and Toronto and the rights to current and future Livent
productions, in exchange for consideration including cash, deferred payment
rights and warrants to purchase SFX common stock at premiums.
The agreement, which is subject to approval by bankruptcy courts in the
U.S. and Canada and appropriate U.S. and Canadian regulatory authorities, is
expected to close on or before September 30, 1999.
As part of the agreement, SFX will acquire the Ford Center for the Performing
Arts in New York, the Pantages Theatre in Toronto and the Ford Center for the
Performing Arts/Oriental Theater in Chicago. SFX also will assume rights to
current Livent productions including Fosse, Ragtime and the Canadian production
of Phantom of the Opera, as well as Livent productions in development. The Ford
Centre for the Performing Arts in Vancouver and Livent's Toronto headquarters
building are not part of the agreement, but SFX will enter into a lease of
Livent's headquarters.
Robert F.X. Sillerman, Executive Chairman of SFX Entertainment, Inc., said, "We
are very pleased to have reached this agreement with Livent to acquire some of
North America's premier theatrical venues and productions. Livent's properties
offer an ideal fit with SFX's current business, enhancing SFX's ability to
present outstanding live entertainment events."
Roy Furman, Chairman and Chief Executive Officer of Livent, said: "Livent's core
assets and creativity remain strong, and our people are doing wonderful work. We
anticipate that SFX will be able to realize the full potential of our shows,
theaters and personnel, and to build on Livent's creative successes."
SG Cowen Securities Corporation acted as exclusive financial advisor to Livent.
Willkie, Farr & Gallagher provided Livent legal counsel in the U.S. and
Stikeman, Elliott of Toronto provided Canadian legal counsel.
Livent Inc. is a leading producer of live theatrical entertainment
internationally, whose Broadway productions have collectively won 18 Tony
Awards. Livent's newest musical, Fosse, presently at the Broadhurst Theatre in
New York, has been nominated for 8 Tony Awards, including Best Musical of the
current season. Livent's critically acclaimed productions have included Kiss of
the Spider Woman (1993), Show Boat (1995), Barrymore (1997), Candide (1997),
Ragtime (1998) and Parade (1998). In Toronto, Livent's production of Andrew
Lloyd Webber's The Phantom of the Opera is in its tenth year at the Pantages
Theatre.
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SFX Entertainment is the world's largest diversified promoter, producer and
venue operator for live entertainment events. SFX owns and operates the largest
network of venues in the country used principally for music concerts and other
live entertainment events. SFX has 82 venues including 16 amphitheaters in all
of the top 10 markets and owns or operates venues in 31 of the top 50 markets
overall. SFX also develops and manages touring Broadway shows, selling
subscription series in 38 markets that maintain active touring schedules.
Through its large number of venues, its strong market presence and the long
operating histories of the businesses it has acquired, SFX operates an
integrated franchise that promotes and produces a broad variety of live
entertainment events locally, regionally and nationally. Pro forma for all
acquisitions, during 1998, approximately 37 million people attended
approximately 13,200 events promoted and/or produced by SFX, including over
6,250 music concerts, 5,800 theatrical shows, over 800 family entertainment
shows and over 350 specialized motor sports shows. In addition, SFX is a leading
fully-integrated sports marketing and management company specializing in the
representation of athletes and broadcasters, integrated event management,
television programming and production and marketing consulting services in the
sports, news and other entertainment industries.
This press release includes forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Because these statements apply to future events, they are
subject to risks and uncertainties that could cause actual results to differ
materially, including the potential inability of SFX to integrate acquired
assets, need for additional financing, high degree of leverage, variable
economic conditions and consumer tastes, restrictions imposed by existing debt
and future payment obligations. Important factors that could cause actual
results to differ materially are described in SFX's reports on Forms 10-K and
10-Q and other filings with the Securities and Exchange Commission.
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