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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS FILED PURSUANT TO 13d-2(a)
(Amendment No. )
MAGICWORKS ENTERTAINMENT INCORPORATED
(Name of Issuer)
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)
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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
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AUGUST 6, 1998
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
(Continued on following pages)
(Page 1 of 8 Pages)
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CUSIP NO. 558909 10 7 13D PAGE 2 OF 8 PAGES
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
MWE Acquisition Corp.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF
SHARES ----------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 19,171,800*
EACH ----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,171,800*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 73.8% of the Shares outstanding as of August 11, 1998*
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14. TYPE OF REPORTING PERSON CO
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* See footnote on page 4.
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CUSIP NO. 558909 10 7 13D PAGE 3 OF 8 PAGES
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1. NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
SFX Entertainment, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP (a) [ ]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
BK and WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF
SHARES ----------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 19,171,800*
EACH ----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH ----------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,171,800*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 73.8% of the Shares outstanding as of August 11, 1998*
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14. TYPE OF REPORTING PERSON CO
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* See footnote on page 4.
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* SFX Entertainment, Inc., a Delaware corporation ("Parent"), and MWE
Acquisition Corp., a Delaware corporation and a wholly owned subsidiary
of Parent (the "Purchaser"), entered into certain Stockholder
Agreements as of August 6, 1998 (the "Stockholder Agreements") with
certain principal stockholders (the "Principal Stockholders") of
Magicworks Entertainment Incorporated, a Delaware corporation (the
"Company"), pursuant to which each Principal Stockholder has agreed to
tender into the Offer (as hereinafter defined) all the shares of Common
Stock, par value $.001 per share, of the Company (the "Subject
Shares"), that the Principal Stockholder owns. As of August 11, 1998,
there were 19,171,800 Shares subject to the Stockholder Agreements,
representing approximately 73.8% of the outstanding Shares and
approximately 63.0% of the outstanding Shares on a fully diluted basis.
As of August 11, 1998 there were 25,986,243 Shares outstanding and the
Company had outstanding options, warrants and convertible notes
pursuant to which up to an aggregate of 4,452,011 additional Shares may
be issued. Under the Stockholder Agreements, each Principal Stockholder
has granted an irrevocable proxy for the benefit of Parent (and the
Purchaser as its nominee) with respect to the Subject Shares to vote
such Subject Shares under certain circumstances. Parent's (and
Purchaser's) right to purchase and vote the Subject Shares is reflected
in Rows 8, 11 and 13 of each of the tables above. Copies of the
Stockholder Agreements are attached hereto as Exhibits 7.4-7.8, and the
Stockholder Agreements are described more fully in Section 12 of the
Offer to Purchase dated August 13, 1998 (the "Offer to Purchase")
attached hereto as Exhibit 7.1, each of which is incorporated by
reference herein.
Page 4 of 8 Pages
Exhibit Index on Page 8
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Shares of the Company, which has its
principal executive offices at 930 Washington Avenue, Miami Beach, Florida
33139.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f) This Schedule 13D is being filed by the Purchaser and
Parent. Information concerning the principal business and the address of the
principal offices of the Purchaser and Parent is set forth in the
"Introduction" and Section 9 ("Certain Information Concerning the Purchaser and
Parent") of the Offer to Purchase and is incorporated herein by reference. The
names, business addresses, present principal occupations or employment and
citizenship of the directors and executive officers of the Purchaser and Parent
are set forth in Schedule I to the Offer to Purchase and are incorporated
herein by reference.
(d) and (e) The information set forth in Section 9 ("Certain Information
Concerning the Purchaser and Parent") of the Offer to Purchase is incorporated
herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Section 10 ("Source and Amount of Funds") of
the Offer to Purchase is incorporated herein by reference.
ITEM 4. PURPOSE OF THE TRANSACTION.
(a)-(g) and (j) The information set forth in the "Introduction," Section
12 ("Purpose of the Offer; The Merger Agreement; The Stockholder Agreements")
and Section 13 ("Dividends and Distributions") of the Offer to Purchase is
incorporated herein by reference.
(h) and (i) The information set forth in Section 7 ("Effect of the Offer
on the Market for the Shares; Stock Quotation; Exchange Act Registration;
Margin Regulations") of the Offer to Purchase is incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (c) The information set forth in "Introduction," Section 9
("Certain Information Concerning the Purchaser and Parent") and Section 12
("Purpose of the Offer; The Merger Agreement; The Stockholder Agreements") of
the Offer to Purchase is incorporated herein by reference.
(b) Parent, and the Purchaser, as its nominee, have sole voting power with
respect to none of the Shares; may be deemed to have shared voting power with
respect 19,171,800 of the Shares; have sole dispositive power with respect to
none of the Shares and have shared dispositive power with respect to none of
the Shares.
(d) and (e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
The information set forth in "Introduction," Section 9 ("Certain
Information Concerning the Purchaser and Parent"), Section 11 ("Contacts with
the Company; Background of the Offer") and Section 12 ("Purpose of the Offer;
The Merger Agreement; The Stockholder Agreements") of the Offer to Purchase is
incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
7.1 Offer to Purchase (incorporated by reference from Exhibit (a)(1) to
the Tender Offer Statement on Schedule 14D-1 filed with the SEC on
August 13, 1998)
7.2 Credit and Guarantee Agreement, dated as of February 26, 1998, by and
among Parent, the subsidiary guarantors party thereto, the lenders
party thereto, Goldman Sachs Partners, L.P., as co-documentation
agent, Lehman Commercial Paper, Inc., as co-documentation agent and
Page 5 of 8 Pages
Exhibit Index on Page 8
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The Bank of New York, as administrative agent (incorporated by
reference from Exhibit 10.3 to the Current Report on Form 8-K (File
No. 333-43287) filed with the SEC on March 10, 1998)
7.3 Agreement and Plan of Merger, dated as of August 6, 1998, among the
Purchaser, Parent and the Company (incorporated by reference from
Exhibit (c)(1) to the Tender Offer Statement on Schedule 14D-1 filed
with the SEC on August 13, 1998)
7.4 Stockholder Agreement, dated as of August 6, 1998, among the
Purchaser, Parent and Krassner Family Investments Limited Partnership
(incorporated by reference from Exhibit (c)(2) to the Tender Offer
Statement on Schedule 14D-1 filed with the SEC on August 13, 1998)
7.5 Stockholder Agreement, dated as of August 6, 1998, among the
Purchaser, Parent and Joe Marsh (incorporated by reference from
Exhibit (c)(3) to the Tender Offer Statement on Schedule 14D-1 filed
with the SEC on August 13, 1998)
7.6 Stockholder Agreement, dated as of August 6, 1998, among the
Purchaser, Parent and Lee Marshall (incorporated by reference from
Exhibit (c)(4) to the Tender Offer Statement on Schedule 14D-1 filed
with the SEC on August 13, 1998)
7.7 Stockholder Agreement, dated as of August 6, 1998, among the
Purchaser, Parent and Glenn Bechdel (incorporated by reference from
Exhibit (c)(5) to the Tender Offer Statement on Schedule 14D-1 filed
with the SEC on August 13, 1998)
7.8 Stockholder Agreement, dated as of August 6, 1998, among the
Purchaser, Parent and John W. Ballard (incorporated by reference from
Exhibit (c)(6) to the Tender Offer Statement on Schedule 14D-1 filed
with the SEC on August 13, 1998)
Page 6 of 8 Pages
Exhibit Index on Page 8
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SIGNATURES
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.
Dated: August 13, 1998
MWE ACQUISITION CORP.
By: /s/ Howard J. Tytel
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Name: Howard J. Tytel
Title: Executive Vice President and Secretary
SFX ENTERTAINMENT, INC.
By: /s/ Howard J. Tytel
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Name: Howard J. Tytel
Title: Executive Vice President, General
Counsel and Secretary
Page 7 of 8 Pages
Exhibit Index on Page 8
