FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section
17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the
Investment Company Act of 1940
1. Name and Address of Reporting Person
NBC PALM BEACH INVESTMENT II, INC.
30 Rockefeller Plaza
New York, New York 10012
2. Date of Event Requiring Statement (Month/Day/Year)
9/16/99
3 IRS or Social Security Number of Reporting Person (Voluntary)
4. Issuer Name and Ticker or Trading Symbol
Paxson Communications Corporate ("PAX")
5. Relationship of Reporting Person to Issuer
(Check all applicable)
( ) Director (X ) 10% Owner
( ) Officer (give title below) ( ) Other (specify below)
6. If Amendment, Date of Original (Month/Day/Year)
7. Individual or Joint/Group Filing (Check Applicable Line)
( ) Form filed by One Reporting Person
(X) Form filed by More than one Reporting Person
<PAGE>
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of 3. Ownership 4. Nature of
(Instr. 4) Securities Form: Indirect
Beneficially Direct (D) Beneficial
Owned or Ownership
(Instr. 4) Indirect (Instr. 5)
(I)
(Instr. 5)
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
<PAGE>
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of 2. Date Exer- 3. Title and Amount 4. Conversion 5. Ownership 6. Nature of
Derivative cisable and of Securities or Form of Indirect
Security Expiration Underlying Exercise Derivative Beneficial
(Instr. 4) Date Derivative Price of Security: Ownership
(Month/Day/ Security Derivative Direct (D) (Instr. 5)
Year) Secrity or
Indirect (I)
(Instr. 5)
- ------------- ------------------ --------------------- ------------- --------------
Date Expira- Title Amount
Exer- tion or
cisable Date Number
of
Shares
------- ------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
Warrant A(2) 9/15/99 9/15/09 Class A 13,065,507 $12.60 D
Common Stock
Warrant B(2) 9/15/99 9/15/09 Class A 18,966,620 See fn3 D
</TABLE>
Explanation of Responses:
(1) The Reporting Person and General Electric Company, Inc. ("GE"), National
Broadcasting Company Holding, Inc. ("NBC Holding"), National Broadcasting
Company, Inc. ("NBC") and NBC Palm Beach Investment I, Inc., may be deemed to
constitute a "group" as such term is defined for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended, with respect to holdings of
equity securities of the Issuer. The Reporting Person, GE, NBC Holding and NBC
do not affirm the existence of a "group" for such purposes and this statement
should not be construed as an admission that the Reporting Person, GE, NBC
Holding or NBC is the beneficial owner of any securities other than those set
forth on this Form 3. A Joint Filing Agreement is attached hereto. (2) Warrant A
and Warrant B are owned by NBC Palm Beach Investment II, Inc. NBC Palm Beach
Investment II, Inc., is a wholly-owned subsidiary of NBC. NBC is a wholly-owned
subsidiary of NBC Holding which is a wholly-owned subsidiary of GE. (3) Warrant
B may not be exercised until Warrant A has been exercised with respect to the
full number of shares issuable under such warrant. The exercise price for
Warrant B shall be the average of the closing price of the Class A Common Stock
for the 45 trading days immediately preceding the exercise of Warrant B;
provided, that, the exercise price shall not be less than the arithmetic average
of the closing price of the Class A Common Stock for the six months immediately
preceding the exercise of Warrant B multiplied by .825 and shall not be greater
than the arithmetic average of the closing price of the Class A Common Stock for
the six months immediately preceding the exercise of Warrant B multiplied by
1.175; and provided further, that, through September 15, 2002, the exercise
price shall not be less than $22.50 per share.
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
<PAGE>
Dated: September __, 1999
GENERAL ELECTRIC COMPANY
By: /s/ Robert Healing
Name: Robert Healing
Title: AttorneyinFact
NATIONAL BROADCASTING COMPANY HOLDING, INC.
By: /s/ Mark W. Begor
Name: Mark W. Begor
Title: Treasurer
NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Mark W. Begor
Name: Mark W. Begor
Title: Executive Vice President
NBC PALM BEACH INVESTMENT I, INC.
By: /s/ Lawrence Rutkowski
Name: Lawrence Rutkowski
Title: Vice President
NBC PALM BEACH INVESTMENT II, INC.
By: /s/ Lawrence Rutkowski
Name: Lawrence Rutkowski
Title: Vice President
<PAGE>
Form 3 (continued)
Attachment to Form 3
Reporting Person: NBC Palm Beach Investment I, Inc.
Address: 30 Rockefeller Plaza, New York, NY 10012
The Reporting Person is filing this statement on behalf of itself, and for and
on behalf of the following persons:
General Electric Company, Inc.
3135 Easton Turnpike, Fairfield, Connecticut 06431
National Broadcasting Company Holding, Inc.
30 Rockefeller Plaza, New York, NY 10012
National Broadcasting Company, Inc.
30 Rockefeller Plaza, New York, NY 10012
Issuer and Ticker Symbol: Paxson Communications Corporation ("PAX")
Date of Event Requiring Statement: 9/16/99
NBC Palm Beach Investment I, Inc. and NBC Palm Beach Investment II, Inc.
(the "Investors") are whollyowned subsidiaries of NBC. NBC is a whollyowned
subsidiary of National Broadcasting Company Holding, Inc. which is a
whollyowned subsidiary of General Electric Company. NBC may be deemed to be,
for purposes of Section 16 of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), a beneficial owner of all shares beneficially
owned by the Investors, provided, however, that GE, NBC Holding and NBC
expressly disclaims any pecuniary interest in such shares.
<PAGE>
JOINT FILING AGREEMENT
We, the signatories of the statement on Form 3D to which this Agreement is
attached, hereby agree that such statement is, and any amendments thereto filed
by any of us will be, filed on behalf of each of us.
Dated: September __, 1999
GENERAL ELECTRIC COMPANY
By: /s/ Robert Healing
Name: Robert Healing
Title: AttorneyinFact
NATIONAL BROADCASTING COMPANY HOLDING, INC.
By: /s/ Mark W. Begor
Name: Mark W. Begor
Title: Treasurer
NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Mark W. Begor
Name: Mark W. Begor
Title: Executive Vice President
NBC PALM BEACH INVESTMENT I, INC.
By: /s/ Lawrence Rutkowski
Name: Lawrence Rutkowski
Title: Vice President
NBC PALM BEACH INVESTMENT II, INC.
By: /s/ Lawrence Rutkowski
Name: Lawrence Rutkowski
Title: Vice President
