U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to _______________________.
Commission file number: 0-22486
SFX BROADCASTING, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3649750
(State of Incorporation) (I.R.S. Employer
Identification No.)
150 East 58th Street, 19th Floor
New York, New York 10155
(Address of principal executive offices)
Registrant's telephone number, including area code: (212)-407-9191
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.01 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--------- -----------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of March 28, 1996, the
number of shares outstanding of the Registrant's Class A Common Stock, $.01
par value, and Class B Common Stock, $.01 par value, was 6,458,215 and
1,000,000 respectively.
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. EXHIBITS AND REPORTS ON REPORT 8-K
<S> <C>
(a) Exhibits
*4.1 Certificate of Designations, Preferences and Relative, Participating, Optional and Other Special
Rights of Preferred Stock and Qualifications Limitations and Restrictions thereof of the Company's
Series B Redeemable Preferred Stock.
*4.2 Certificate of DesignationsPreferences and Relative, Participating, Optional and Other Special
Rights of Preferred Stock and Qualifications Limitations and Restrictions thereof of the Company's
Series C Redeemable Preferred Stock.
*10.1 Option Agreement by and between the Capstar Communications of Mississippi, Inc. And SPUR
Capital Inc. dated December 15, 1993.
*10.2 Letter of Intent by and between the Company and Clear Channel Radio, Inc. Dated April 23, 1996.
*10.3 Letter of Intent by and between the Company and Susquehanna Radio Corp. dated April 11, 1996.
*10.4 Addendum to Employment Agreement by and between the Company and D. Geoffrey Armstrong dated
September 5, 1995.
*10.5 Amendment No. 1 to Amended and Restated Agreement and Plan of Merger (Incorporated by
Reference to Exhibit 10.9 to Multi-Market Radio, Inc.'s Form 10-Q for the quarter ended March 31,
1996).
*11.1 Statement Regarding Calculation of Per Share Earnings.
27 Financial Data Schedule.
*99.1 Asset Purchase Agreement by and between Multi-Market Radio, Inc. and Puritan Radiocasting
Company (Incorporated by Reference to Exhibit 10.1 to Multi-Market Radio, Inc.'s 10-Q for the
quarter ended March 31, 1996).
*99.2 Programming Agreement by and between Multi-Market Radio, Inc. and Puritan Radiocasting
Company (Incorporated by Reference to Exhibit 10.2 to Multi-Market Radio, Inc.'s 10-Q for the
quarter ended March 31, 1996).
*99.3 Asset Purchase Agreement by and between Multi-Market Radio, Inc. and Wilks Broadcast
Acquisitions, Inc. (Incorporated by Reference to Exhibit 10.3 to Multi-Market Radio, Inc.'s 10-Q
for the quarter ended March 31, 1996).
*99.4 Local Marketing Agreement by and between Multi-Market Radio, Inc. and Wilks Broadcast
Acquisitions, Inc. (Incorporated by Reference to Exhibit 10.4 to Multi-Market Radio, Inc.'s 10-Q
for the quarter ended March 31, 1996).
*99.5 Letter Agreement by and between Multi-Market Radio, Inc. and Jones Eastern Radio of Augusta,
Inc. (Incorporated by Reference to Exhibit 10.5 to Multi-Market Radio, Inc.'s 10-Q for the
quarter ended March 31, 1996).
*99.6 Local Market Agreement by and between Multi-Market Radio, Inc. and Jones Eastern Radio of
Augusta, Inc. (Incorporated by Reference to Exhibit 10.6 to Multi-Market Radio, Inc.'s 10-Q for the
quarter ended March 31, 1996).
*99.7 Local Market Agreement by and between Southern Starr of Arkansas, Inc. and Triathlon
Broadcasting of Little Rock, Inc. (Incorporated by Reference to Exhibit 10.9 to Multi-Market
Radio, Inc.'s 10-Q for the quarter ended March 31, 1996).
<PAGE>
*99.10 Advertising Brokerage Agreement by and between GMR Broadcasting, Inc. and Multi-Market
Radio of Augusta, Inc. (Incorporated by Reference to Exhibit 10.53 to Multi-Market Radio, Inc.'s
Annual Report on Form 10-KSB for the year ended December 31, 1995).
*99.11 Time Sales Agreement by and between Morey Organization, Inc. and Liberty Broadcasting Inc.
(Incorporated by Reference to Exhibit 10.59 to Multi-Market Radio, Inc.'s Annual
Report on Form 10-KSB for the year ended December 31, 1995).
*99.12 Local Marketing Agreement by and between Yale Broadcasting Company, Inc. and General
Broadcasting of Connecticut, Inc. (Incorporated by Reference to Exhibit 10.53 to Multi-Market
Radio, Inc.'s Annual Report on Form 10-KSB for the year ended December 31, 1995).
---------------
* Previously filed
(b) Reports on Form 8-K
A report on form 8-K was filed on April 18, 1996 under item 5 thereof (other events) to disclose
the execution of an Agreement and Plan of Merger, dated April 15, 1996, among the Company, Multi-Market
Radio, Inc. and a wholly-owned subsidiary of SFX.
A report on Form 8-K was filed on May 9, 1996 under item 5 thereof (other events) to disclose the
commencement of the tender offer and consent solicitation for the company's outstanding 11 3/8% Senior
Subordinated Notes, the execution of the Amended and Restated Agreement and Plan of Merger and the
commencement of certain private placements.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SFX BROADCASTING, INC.
Date: July 2, 1996 By: /s/ D. Geoffrey Armstrong
-----------------------------------
D. Geoffrey Armstrong
Vice President, Treasurer and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
SFX Broadcasting Inc. Financial Data Schedule
Article 5 of Regulation S-X
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 3,349,000
<SECURITIES> 0
<RECEIVABLES> 18,041,000
<ALLOWANCES> 1,236,000
<INVENTORY> 0
<CURRENT-ASSETS> 22,750,000
<PP&E> 25,597,000
<DEPRECIATION> 7,440,000
<TOTAL-ASSETS> 202,852,000
<CURRENT-LIABILITIES> 12,602,000
<BONDS> 96,835,000
<COMMON> 74,000
3,356,000
0
<OTHER-SE> 81,866,000
<TOTAL-LIABILITY-AND-EQUITY> 202,852,000
<SALES> 0
<TOTAL-REVENUES> 19,800,000
<CGS> 0
<TOTAL-COSTS> 17,565,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,384,000
<INCOME-PRETAX> (985,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (985,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,121,000)
<EPS-PRIMARY> (0.15)
<EPS-DILUTED> (0.15)
</TABLE>
