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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. 2*)
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 4 PAGES)
* CONSTITUTING THE FINAL AMENDMENT TO THIS SCHEDULE 14D-1/SCHEDULE 13D
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SFX Entertainment, Inc. ("Parent") 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, as amended by Amendment No. 1 filed on September 2, 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. 2.
Capitalized terms not defined herein have the meanings assigned thereto in the
Statements.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
On September 11, 1998, the Purchaser accepted for payment a total of
26,404,645 Shares, representing approximately 98.75% of the outstanding Shares.
ITEM 10. ADDITIONAL INFORMATION.
The Offer expired at 12:00 Midnight, New York City time, on September 10,
1998.
On September 11, 1998, Parent issued a press release, a copy of which is
attached hereto as Exhibit (a)(9) and is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) Press Release, dated September 11, 1998.
Page 2 of 4 Pages
Exhibit Index on Page 4
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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 11, 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 4 Pages
Exhibit Index on Page 4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
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<S> <C>
(a)(9) Text of Press Release dated September 11, 1998
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Page 4 of 4 Pages
Exhibit Index on Page 4
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EXHIBIT (a)(9)
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.
