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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
MAGICWORKS ENTERTAINMENT INCORPORATED
(Name of Subject Company)
MWE ACQUISITION CORP.
SFX ENTERTAINMENT, INC.
(Bidders)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
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558909 10 7
(CUSIP Number of Class of Securities)
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HOWARD J. TYTEL, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
SFX ENTERTAINMENT, INC.
650 MADISON AVENUE, 16TH FLOOR
NEW YORK, NEW YORK 10022
(212) 838-3100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidders)
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Copies to:
AMAR BUDARAPU, ESQ.
BAKER & MCKENZIE
TWO ALLEN CENTER
1200 SMITH STREET, SUITE 1200
HOUSTON, TEXAS 77002
(713) 427-5000
(CONTINUED ON THE FOLLOWING PAGE(S))
(PAGE 1 OF 3 PAGES)
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SFX Entertainment, Inc. and MWE Acquisition Corp. (the "Purchaser") hereby
amend and supplement the Tender Offer Statement on Schedule 14D-1 and
Statement on Schedule 13D (the "Statements"), each originally filed on August
13, 1998, with respect to their offer to purchase all outstanding shares of
common stock, par value $.001 per share (the "Shares"), of Magicworks
Entertainment Incorporated, a Delaware corporation, as set forth in this
Amendment No. 1. Capitalized terms not defined herein have the meanings
assigned thereto in the Statements.
ITEM 10. ADDITIONAL INFORMATION.
The response to Item 10 is hereby amended and supplemented to add the
following:
The portion of the first sentence of the first paragraph of Section 14 of
the Offer to Purchase which precedes the subparagraphs is hereby amended and
restated as follows:
Notwithstanding any other provision of the Offer, but subject to (a) the
terms and conditions of the Merger Agreement and (b) any applicable rules at
the SEC, the Purchaser will not be required to accept for payment or pay for
any Shares tendered pursuant to the Offer, and may terminate or amend the
Offer and may postpone the acceptance for payment of and payment for Shares
tendered, if (i) the Minimum Condition has not been satisfied, (ii) any
applicable waiting period under the HSR Act has not expired or has not been
terminated prior to the expiration of the Offer or (iii) at any time on or
after the date of the Merger Agreement, and prior to the Expiration Date,
any of the following conditions shall exist:
Page 2 of 3 Pages
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
Dated: September 2, 1998
MWE ACQUISITION CORP.
By: /s/ Thomas P. Benson
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Name: Thomas P. Benson
Title: Chief Financial Officer
SFX ENTERTAINMENT, INC.
By: /s/ Thomas P. Benson
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Name: Thomas P. Benson
Title: Chief Financial Officer
Page 3 of 3 Pages
