COLLEGE RETIREMENT EQUITIES FUND
SC 13G/A, 2000-02-11
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13G
                                 (Rule 13d-102)


                    INFORMATION TO BE INCLUDED IN STATEMENTS
                    FILED PURSUANT TO RULES 13d-1(b)(c), AND
                        (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)
                               (Amendment No. 1)*


                             SFX ENTERTAINMENT, INC.
                   ------------------------------------------
                                (Name of Issuer)


                              CLASS A COMMON STOCK
                   ------------------------------------------
                         (Title of Class of Securities)


                                    784178105
                         ------------------------------
                                 (CUSIP Number)


                                December 31, 1999
             -------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

(x) Rule 13d-1(b)
( ) Rule 13d-(c)
( ) Rule 13d-1(d)

- ----------------
*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                        (Continued on following page(s))
                                Page 1 of 8 Pages



<PAGE>


CUSIP No. 784178105               13G                          Page 2 of 8 Pages


1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

         College Retirement Equities Fund

         I.R.S. #13-6022-042


2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) ( )
                                                                   (b) (X)
         See Exhibit A Attached

3.       SEC USE ONLY


4.       CITIZENSHIP OR PLACE OF ORGANIZATION

         New York

NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

         5.       SOLE VOTING POWER              2,330,483

         6.       SHARED VOTING POWER            None

         7.       SOLE DISPOSITIVE POWER         None

         8.       SHARED DISPOSITIVE POWER       2,330,483 (shared with its
         investment adviser, TIAA-CREF Investment Management, LLC)


9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     2,330,483

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
         SHARES*
                                     (  )


11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                     3.651%

12.      TYPE OF REPORTING PERSON*

                                     IV

                      * SEE INSTRUCTION BEFORE FILLING OUT!



<PAGE>


CUSIP No. 784178105               13G                          Page 3 of 8 Pages


1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

         TIAA-CREF Mutual Funds
         I.R.S. #13-3930560 (Growth Equity Fund)


2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) ( )
                                                                   (b) (X)
         See Exhibit A Attached

3.       SEC USE ONLY


4.       CITIZENSHIP OR PLACE OF ORGANIZATION

         Delaware

NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

         5.       SOLE VOTING POWER              93,788

         6.       SHARED VOTING POWER            None

         7.       SOLE DISPOSITIVE POWER         None

         8.       SHARED DISPOSITIVE POWER       93,788 (shared with its
         investment adviser, Teachers Advisors, Inc.)

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     93,788

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
         SHARES*
                                     (  )


11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                     0.147%

12.      TYPE OF REPORTING PERSON*

                                     IV

                      * SEE INSTRUCTION BEFORE FILLING OUT!


<PAGE>


CUSIP No. 784178105               13G                          Page 4 of 8 Pages


1.       NAME OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

         NYS College Choice Tuition LLC ("NYS Tuition LLC")
         I.R.S. #13-4024889


2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*         (a) ( )
                                                                   (b) (X)
         See Exhibit A Attached

3.       SEC USE ONLY


4.       CITIZENSHIP OR PLACE OF ORGANIZATION

         New York

NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH:

         5.       SOLE VOTING POWER              None

         6.       SHARED VOTING POWER            16,570
                                                 (Shared with Teachers
                                                 Advisors, Inc.)

         7.       SOLE DISPOSITIVE POWER         None

         8.       SHARED DISPOSITIVE POWER       16,570 (shared with
         Teachers Advisors, Inc., its investment adviser)

9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                     16,570

10.      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
         SHARES*
                                     (  )


11.      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                     0.026%

12.      TYPE OF REPORTING PERSON*

                                     OO

                      * SEE INSTRUCTION BEFORE FILLING OUT!


<PAGE>


                                                               Page 5 of 8 Pages

Item 1(a).                 NAME OF ISSUER:

                           SFX Entertainment, Inc.

Item 1(b).                 ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

                           650 Madison Avenue
                           New York, New York 10022

Item 2(a).                 NAME OF PERSON FILING:
                           (1)  College Retirement Equities Fund ("CREF")
                           (2)  TIAA-CREF Mutual Funds ("Mutual Funds")
                           (3)  NYS College Choice Tuition LLC
                                ("NYS Tuition LLC")

Item 2(b).                 ADDRESS OF PRINCIPAL BUSINESS OFFICE:
                           (1)  CREF -   730 Third Avenue
                                         New York, N.Y.  10017
                           (2)  Mutual   730 Third Avenue
                                Funds -  New York, N.Y. 10017
                           (3)  NYS
                                Tuition  730 Third Avenue
                                LLC -    New York, N.Y. 10017

Item 2(c).                 CITIZENSHIP:
                           (1)  CREF - Incorporated in New York
                           (2)  Mutual Funds - Incorporated in Delaware
                           (3)  NYS Tuition LLC - Organized in New York

Item 2(d).                 TITLE OF CLASS OF SECURITIES:
                           Class A Common Stock

Item 2(e).                 CUSIP NUMBER:  784178105

Item 3.           IF THIS  STATEMENT  IS FILED  PURSUANT TO RULES  13d-1(b),  OR
                  13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:

(a)      ( )      Broker or dealer  registered  under Section 15 of the Exchange
                  Act.
(b)      ( )      Bank as defined in Section 3(a)(6) of the Exchange Act.
(c)      ( )      Insurance  company  as  defined  in  Section  3(a)(19)  of the
                  Exchange Act.
(d)      (x)      Investment   Company   registered   under  Section  8  of  the
                  Investment Company Act.
(e)      ( )      An   investment   adviser   in   accordance   with  Rule  13d-
                  1(b)(1)(ii)(E);
(f)      ( )      An employee  benefit plan or endowment fund in accordance with
                  Rule 13d-1(b)(1)(ii)(F);
(g)      ( )      A parent holding  company or control person in accordance with
                  Rule 13d-1(b)(1)(ii)(G);
(h)      ( )      A  savings  association  as  defined  in  Section  3(b) of the
                  Federal Deposit Insurance Act;
(i)      ( )      A church  plan  that is  excluded  from the  definition  of an
                  investment  company under Section  3(c)(14) of the  Investment
                  Company Act;
(j)      (x)      Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

If this statement is filed pursuant to Rule 13d-1(c), check this box. ( )


<PAGE>


                                                               Page 6 of 8 Pages

Item 4.  OWNERSHIP.

(1)      COLLEGE RETIREMENT EQUITIES FUND
         (a) Amount Beneficially Owned: 2,330,483
         (b) Percent of Class: 3.651%
         (c) The Board of  Trustees of CREF,  an  investment  company,  has sole
         power to vote 2,330,483  shares of common stock and authority to direct
         the  disposition  of the 2,330,483  shares of common  stock.  TIAA-CREF
         Investment Management, LLC, CREF's investment adviser, is authorized to
         sell the 2,330,483 shares on behalf of CREF in its discretion,  subject
         to the ultimate authority of the CREF Board of Trustees.

(2)      TIAA-CREF MUTUAL FUNDS
         (a) Amount Beneficially Owned: 93,788
         (b) Percent of Class:  0.147%
         (c) The Board of Trustees of the Mutual Funds,  an investment  company,
         has sole power to vote 93,788 shares of common stock,  and authority to
         direct the  disposition of the 93,788 shares of common stock.  Teachers
         Advisors,  Inc., the Mutual Fund's investment adviser, is authorized to
         sell the 93,788 shares on behalf of the Mutual Funds in its discretion,
         subject  to  the  ultimate  authority  of the  Mutual  Funds  Board  of
         Trustees.

(3)      NYS COLLEGE CHOICE TUITION LLC
         (a) Amount Beneficially Owned: 16,570
         (b) Percent of Class:  0.026%
         (c) The  members of the NYS  Tuition  LLC have  delegated  to  Teachers
         Advisors,  Inc., a registered investment  adviser,the power to vote and
         direct the  disposition  of the 16,570 shares of common stock on behalf
         of the NYS  Tuition  LLC in its  discretion,  subject  to the  ultimate
         authority the members of NYS Tuition LLC.

Item 5.           OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

If this  statement  is being filed to report the fact that as of the date hereof
the  reporting  person has ceased to be the  beneficial  owner of more than five
percent of the class of securities, check the following (X).

Item 6.           OWNERSHIP  OF MORE THAN  FIVE  PERCENT  ON  BEHALF OF  ANOTHER
                  PERSON.

                                   Not Applicable

Item 7.           IDENTIFICATION  AND  CLASSIFICATION  OF THE  SUBSIDIARY  WHICH
                  ACQUIRED THE SECURITY  BEING REPORTED ON BY THE PARENT HOLDING
                  COMPANY.

                                   Not Applicable


<PAGE>


                                                               Page 7 of 8 Pages

Item 8.           IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

                  See attached Exhibit A.

Item 9.           NOTICE OF DISSOLUTION OF GROUP:     Not Applicable

Item 10.          CERTIFICATION.
                  By signing  below I certify  that, to the best of my knowledge
                  and belief, the securities referred to above were acquired and
                  are  held in the  ordinary  course  of  business  and were not
                  acquired  and are not  held  for the  purpose  of or with  the
                  effect of changing or influencing the control of the issuer of
                  the  securities  and  were  not  acquired  and are not held in
                  connection with or as a participant in any transaction  having
                  that purpose or effect.

                                    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.

Date:  February 11, 2000

                                         COLLEGE RETIREMENT EQUITIES FUND


                                         By:  /s/ PETER C. CLAPMAN
                                              ----------------------------------
                                              Peter C. Clapman
                                              Senior Vice President and Chief
                                              Counsel, Investments

                                       TIAA-CREF MUTUAL FUNDS


                                       By:    /s/ PETER C. CLAPMAN
                                              ----------------------------------
                                              Peter C. Clapman
                                              Senior Vice President and Chief
                                              Counsel, Investments

                                       NYS COLLEGE CHOICE TUITION LLC
                                       By:    Teachers Insurance and Annuity
                                              Association of America,
                                              as manager


                                       By:    /s/ PETER C. CLAPMAN
                                              ----------------------------------
                                              Peter C. Clapman
                                              Senior Vice President and Chief
                                              Counsel, Investments


<PAGE>


                                                               Page 8 of 8 Pages


                                    EXHIBIT A

            IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
            ---------------------------------------------------------


College  Retirement  Equities Fund - IV TIAA-CREF  Mutual Funds - IV NYS College
Choice Tuition LLC - OO

The College  Retirement  Equities Fund,  TIAA-CREF  Mutual Funds and NYS College
Choice  Tuition  LLC (the  "Reporting  Persons")  are filing as a group  because
CREF's investment adviser,  TIAA-CREF Investment Management,  LLC, is affiliated
and employs some of the same investment  personnel as Teachers  Advisors,  Inc.,
the investment adviser for TIAA-CREF Mutual Funds and NYS College Choice Tuition
LLC. However, because separate investment decisions are made with respect to the
respective  portfolio  holdings of each of the Reporting Persons and there is no
oral or written  agreement  or  arrangement  among the  Reporting  Persons  with
respect to acquisition,  voting,  disposition or otherwise of their  securities,
each Reporting Person disclaims  beneficial  ownership of the others' securities
holdings  and  disclaims  its  membership  in a group  with the other  Reporting
Person,  where the  purpose of the group is to acquire  control of or  influence
management of the issuer.



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