UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SFX Broadcasting, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
784174104
(CUSIP Number)
Bedrock Asset Trust I Nomura Holding America Inc.
c/o Wilmington Trust Company 2 World Financial Center
Corporate Financial Services Division Building B
Rodney Square North New York, New York 10281-1198
1100 Market Street Attention: Dennis Dolan
Wilmington, DE 19890 Jay Strauss, Esq.
(212) 667-9300
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 8, 1996
(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 |_|.
Check the following box if a fee is being paid with this statement |_|. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class. See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
<PAGE>
CUSIP Number 784174 104
- -------------------------------------------------------------------------------
1) Name of Reporting Persons. Bedrock Asset Trust I
S.S. or I.R.S. Identification (No social security or other IRS
Nos. of Above Persons identification number required)
- -------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member (a)
of a Group (see Instructions)
(b) X Not Applicable
- -------------------------------------------------------------------------------
3) SEC Use Only
- -------------------------------------------------------------------------------
4) Source of Funds
(See Instructions) AF
- -------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings Not Applicable
is required pursuant to Items 2(d) or 2(e)
- ------------------------------------------------------------------------------
6) Citizenship or Place of Organization Delaware
- -------------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power None
Beneficially 8) Shared Voting Power 1,071,429
Owned by Each Reporting 9) Sole Dispositive Power None
Person with 10) Shared Dispositive Power 1,071,429
- ------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person 1,071,429 shares
- -------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) Not Applicable
- -------------------------------------------------------------------------------
13) Percent of Class Represented by
Amount in Row (11) 13.29%
- -------------------------------------------------------------------------------
14) Type of Reporting Person
(See Instructions) CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP Number 784174 104
- -------------------------------------------------------------------------------
1) Name of Reporting Persons. Nomura Holding America Inc.
S.S. or I.R.S. Identification (No social security or other IRS
Nos. of Above Persons identification number required)
- -------------------------------------------------------------------------------
2) Check the Appropriate Box if a (a)
Member of a Group (see Instructions)
(b) X Not Applicable
- ------------------------------------------------------------------------------
3) SEC Use Only
- ------------------------------------------------------------------------------
4) Source of Funds
(See Instructions) WC
- -------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings
is required pursuant to Items 2(d) or 2(e) Not Applicable
- -------------------------------------------------------------------------------
6) Citizenship or Place of Organization Delaware
- ---------------------------------------------- --------------------------------
Number of Shares 7) Sole Voting Power 100,700
Beneficially 8) Shared Voting Power 1,071,429
Owned by Each Reporting 9) Sole Dispositive Power 100,700
Person with 10) Shared Dispositive Power 1,071,429
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially
Owned by Each Reporting Person 1,172,129 shares
- -------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) Not Applicable
- -------------------------------------------------------------------------------
13) Percent of Class Represented by
Amount in Row (11) 14.54%
- -------------------------------------------------------------------------------
14) Type of Reporting Person
(See Instructions) CO
- -------------------------------------------------------------------------------
<PAGE>
CUSIP Number 784174 104
- -------------------------------------------------------------------------------
1) Name of Reporting Persons. The Nomura Securities Co, Ltd.
S.S. or I.R.S. Identification (No social security or other IRS
Nos. of Above Persons identification number required)
- -------------------------------------------------------------------------------
2) Check the Appropriate Box if a
Member of a Group (see Instructions) (a)
(b) X Not Applicable
- -------------------------------------------------------------------------------
3) SEC Use Only
- ------------------------------------------------------------------------------
4) Source of Funds
(See Instructions) Not Applicable
- ------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings
is required pursuant to Items 2(d) or 2(e) Not Applicable
- -------------------------------------------------------------------------------
6) Citizenship or Place of Organization Japan
- -------------------------------------------------------------------------------
Number of Shares 7) Sole Voting Power None
Beneficially 8) Shared Voting Power None
Owned by Each Reporting 9) Sole Dispositive Power None
Person with 10) Shared Dispositive Power None
- -------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by
Each Reporting Person None
- -------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See
Instructions) Not Applicable
- -------------------------------------------------------------------------------
13) Percent of Class Represented by
Amount in Row (11) 0%
- ------------------------------------------------------------------------------
14) Type of Reporting Person
(See Instructions) CO
- -------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 amends and supplements the Schedule 13D, dated December
7, 1994 (the "Schedule 13D") filed on behalf of SFX Broadcasting, Inc. The
Schedule 13D is hereby restated in its entirety.
Item 1. Security and Issuer
This Statement relates to the Class A Common Stock, par value $0.01 per share
(the "Class A Common Stock") of SFX Broadcasting, Inc., a Delaware
corporation (the "Issuer"). The Issuer's principal executive offices are
located at 150 East 58th Street, New York, New York 10155.
Item 2. Identity and Background
(a-c, and f) This Statement is being filed by Bedrock Asset Trust I ("BRAT")
and Nomura Holding America Inc., a Delaware corporation ("NHA"). BRAT is a
Delaware business trust established by NHA for the purpose of investing in
the securities of certain corporate issuers. BRAT has its principal place of
business and principal office at c/o Wilmington Trust Company, Corporate
Financial Services Division, Rodney Square North, 1100 Market Street,
Wilmington, Delaware 19890.
The principal business of NHA is: (i) to act as a holding company for a wide
array of entities directly involved in the financial services industry or
involved in the provision of services to entities in the financial services
industry, and (ii) to provide funding for the operations of its subsidiaries
by, among other things, issuing commercial paper and Eurobonds. NHA has its
principal place of business and principal office at 2 World Financial Center,
Building B, New York, New York 10281-1198.
NHA is controlled by The Nomura Securities Co., Ltd., a corporation organized
and existing under the laws of Japan ("NSC"), whose principal place of
business and principal office are located at 1-9-1, Nihonbashi, Chuo-ku,
Tokyo, 103, Japan. The principal business of NSC is that of a
fully-diversified, global financial services company. NSC disclaims
beneficial ownership of all securities reported herein.
(d-e) During the last five years, neither BRAT, NHA nor NSC, (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The 1,071,429 shares of Class C Common Stock, par value $0.01 per share (the
"Class C Common Stock") (which automatically converted into Class A Common
Stock) initially acquired by BRAT, along with the other securities acquired
in the portfolio of securities purchased from The Equitable Life Assurance
Society of the United States, Equitable Deal Flow Fund, L.P. and Equitable
Variable Life Insurance Company (such parties together, the "Equitable
Investors"), were acquired with funds of approximately $78,529,027. All such
funds were provided from working capital of NHA. The remaining 100,700
shares of Class A Common Stock reported herein were purchased from working
capital of NHA.
Item 4. Purpose of Transaction
The 1,071,429 shares of Class C Common Stock initially acquired by BRAT were
acquired for investment purposes from the Equitable Investors. The Class C
Common Stock represented part of a larger portfolio of securities acquired by
BRAT from the Equitable Investors. Pursuant to the Issuer's Restated
Certificate of Incorporation, the Class C Common Stock automatically
converted to Class A Common Stock upon such transfer. The remaining 100,700
shares of Class A Common Stock reported herein were purchased for investment
purposes. The Restated Certificate of Incorporation prohibits foreign
entities from holding, individually or collectively, more than 25% of the
total number of shares of the Issuer's capital stock outstanding. This
restriction applies to entities controlled by foreign entities and,
therefore, may apply to BRAT.
Item 5. Interest in Securities of the Issuer
(a-b) As of the date of this Statement, the Reporting Persons own 1,172,129
shares of the Issuer's Class A Common Stock which is approximately 14.54% of
the outstanding shares of the Issuer's Class A Common Stock. Pursuant to the
trust agreement governing BRAT, NHA has the power to direct the voting and
disposition of the 1,071,429 shares of Class A Common Stock initially
acquired by BRAT (upon conversion of Class C Common Stock). NHA has sole
voting and disposition power over the 100,700 shares held in its name.
(c) In the past 60 days, NHA made the following purchases of Class A Common
Stock of the Issuer on the NASDAQ National Market System:
Trade Date No. of Shares Purchased Price Per Share
11/5/96 6,700 $40.00
11/13/96 10,000 $39.75
10,000 $38.75
11/14/96 10,000 $35.25
(d) None.
(e) Not applicable.
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Pursuant to the trust agreement governing BRAT, NHA has the power to direct
the voting and disposition of the 1,071,429 shares of Class A Common Stock
initially acquired by BRAT (upon conversion of Class C Common Stock).
BRAT, as record holder of the 1,071,429 shares of Class A Common Stock
initially acquired by BRAT (upon conversion of Class C Common Stock),
possesses certain registration rights pursuant to the Registration Rights
Agreement, dated as of August 16, 1993, among the Issuer and the Equitable
Investors, as amended (the "Registration Rights Agreement"). Under the
Registration Rights Agreement, BRAT has one demand right and unlimited
incidental rights, each at the expense of the Issuer, for a period of seven
years expiring October 7, 2000.
<PAGE>
Signature
After reasonable inquiry and to the best of my knowledge and
belief, we each certify that the information set forth in this statement is
true, complete and correct. This statement is filed on behalf of each of the
undersigned.
December 3, 1996.
Bedrock Asset Trust I
By: Wilmington Trust Company, not
in its individual capacity but
as Owner Trustee
By: /s/ David A. Vanaskey, Jr.
Name: David A. Vanaskey, Jr.
Title:Senior Financial Services
Officer
Nomura Holding America Inc.
By: /s/ Dennis Dolan
Name: Dennis Dolan
Title:Managing Director
