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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1*
to
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
MAGICWORKS ENTERTAINMENT INCORPORATED
(Name of Subject Company)
MAGICWORKS ENTERTAINMENT INCORPORATED
(Name of Person Filing Statement)
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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BRAD KRASSNER
CO-CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
MAGICWORKS ENTERTAINMENT INCORPORATED
930 WASHINGTON AVENUE, 5TH FLOOR
MIAMI BEACH, FLORIDA 33139
(305) 532-1566
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of the Person Filing Statement)
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Copies to:
GARY EPSTEIN, ESQ.
GREENBERG TRAURIG, P.A.
1221 BRICKELL AVENUE
MIAMI, FLORIDA 33131
(305) 579-0500
*Constituting the final amendment to this Schedule 14D-9
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This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9, dated August 13, 1998 (the "Schedule 14D-9"),
with respect to the tender offer (the "Offer") by MWE Acquisition Corp. (the
"Purchaser"), a Delaware corporation and wholly owned subsidiary of SFX
Entertainment, Inc. ("Parent"), a Delaware corporation, to purchase all
outstanding shares (the "Shares") of the common stock, par value $.001 per
share, of Magicworks Entertainment Incorporated (the "Company"), a Delaware
corporation, at a price of $4.00 per Share, upon the terms and conditions set
forth in the Offer to Purchase, dated August 13, 1998, and the related letter
of transmittal. Capitalized terms used herein and not defined shall have the
meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended to add the following paragraph:
The Offer expired at 12:00 Midnight, New York City time, on September 10,
1998. At the completion of the Offer, a total of 26,404,645 Shares were tendered
pursuant to the Offer, representing approximately 98.75% of the outstanding
Shares of the Company. Purchaser accepted for payment all Shares validly
tendered and not withdrawn in the Offer. A copy of the press release issued
by Parent on September 11, 1998 is attached hereto as Exhibit (c)(10)
and incorporated by reference herein.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 9 is hereby amended and supplemented to add the
following:
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(c)(10) Press Release, dated September 11, 1998
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SIGNATURE
After reasonable 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.
September 11, 1998 MAGICWORKS ENTERTAINMENT INCORPORATED
By: /s/ Steven Chaby
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Steven Chaby, Vice President-Finance
and Treasurer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
(c)(10) Press Release, dated September 11, 1998
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EXHIBIT (c)(10)
For further information:
Timothy J. Klahs
Director, Investor Relations
SFX Entertainment, Inc.
(212) 407-9126
FOR IMMEDIATE RELEASE
SFX ENTERTAINMENT ACQUIRES MAGICWORKS
NEW YORK, September 11, 1998 -- SFX Entertainment, Inc. (NASDAQ: SFXE) today
announced that it has acquired Magicworks Entertainment Incorporated, which
is engaged in the management, production, presentation and merchandising of
theatrical shows, musical concerts and other forms of live entertainment.
Magicworks also provides personal representation and sports marketing
services to professional athletes in such sports as figure skating, baseball,
and tennis. SFX Entertainment accepted tendered shares representing more than
90 percent of Magicwork's outstanding shares. SFX Entertainment's tender
offer for Magicworks' shares expired on Thursday, September 10, 1998, at
midnight New York City time.
SFX Entertainment said it plans today to effect a short form merger, under
which it will acquire 100 percent ownership of Magicworks.
Magicworks has been a regular partner of SFX in many of its significant
productions. Currently, the two companies are working together on such
theatrical tours as "Evita," "Cabaret," "Jekyll & Hyde" and "The Gin Game"
starring Julie Harris and Charles Durning. They have also worked closely as
two of the principal co-owners of the country's largest theatrical booking
agency. Magicworks, which from its inception has been the worldwide producer
and promoter of "The Magic of David Copperfield", now co-produces the
national tour of David Copperfield with SFX.
Commenting on the transaction, Robert F. X. Sillerman, Executive Chairman of
SFX, said, "We are pleased to announce the completion of this important
strategic acquisition. Magicworks is a great company with whom we have had a
longstanding historical relationship. Now that we have full responsibility
for our previously joint interests, as well as for productions we have not
shared before, we can bring the full benefits of these additional theatrical
and music events to the potential corporate sponsors with whom we are in
discussions at "SFX Live." The current success which Magicworks and SFX are
both enjoying in their businesses promises a prosperous future together."
*****
SFX Entertainment is a leading promoter, producer and venue operator for live
entertainment events. It owns and/or operates the largest network of venues
in the country used principally for music concerts and other live
entertainment events. Upon completion of all pending acquisitions, it will
have 73 venues either directly owned or operated under lease or exclusive
booking arrangements in 28 of the top 50 markets, including 13 amphitheaters
in 9 of the top 10 markets. The company also develops and manages touring
Broadway shows, selling subscription series in 39 of the estimated 60 markets
that maintain active touring schedules with approximately 240,000 subscribers
last year. Through its large number of venues, its strong market presence and
the long operating histories of the businesses it has acquired, SFX operates
an
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integrated franchise that promotes and produces a broad variety of live
entertainment events locally, regionally and nationally. Pro forma for all
completed and pending acquisitions, during 1997, approximately 30 million
people attended 11,300 events promoted and/or produced by SFX, including
approximately 5,400 music concerts, 5,600 theatrical shows and over 200
specialized motor sports events.
*****
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 company's absence of combined operating
history and potential inability to integrate acquired businesses, need for
additional financing, high degree of leverage, granting of rights to acquire
certain portions of the company's operations, 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 the company's reports on Forms 10-K and 10-Q and
other filings with the Securities and Exchange Commission.
