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Filed Pursuant to Rule 424(b)(3) and (c)
Registration File No.: 333-06793
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PROSPECTUS SUPPLEMENT NO. 2
dated October 18, 1996
(To Prospectus dated July 18, 1996)
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SFX BROADCASTING, INC.
This Prospectus Supplement supplements the Prospectus dated July 18,
1996 (the "Prospectus") by SFX Broadcasting, Inc. ("SFX") relating to the
resale by certain securityholders of SFX of certain shares of Series D
Cumulative Convertible Exchangeable Preferred Stock (the "Series D Preferred
Stock") of SFX, upon the terms and subject to the conditions set forth in the
Prospectus.
This Prospectus Supplement should be read in conjunction with the
Prospectus, and this Prospectus Supplement is qualified by reference to the
Prospectus except to the extent that the information herein contained
supersedes the information contained in the Prospectus.
The date of this Prospectus Supplement is October 18, 1996
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This Prospectus Supplement No. 2 dated October 18, 1996, hereby further
amends the Prospectus dated July 18, 1996 and Prospectus Supplement No. 1 dated
October 1, 1996 as follows:
The section of the Prospectus entitled "Selling-Securityholders" is
hereby amended by adding the following table:
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
ON THE DATE HEREOF AFTER SALE*
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NUMBER OF
NUMBER OF PERCENT OF SHARES TO NUMBER OF PERCENT OF
NAME SHARES CLASS BE OFFERED SHARES CLASS
- ---- ------ ----- --------- ------ -----
<S> <C> <C> <C> <C> <C>
Fidelity Fixed-Income Trust: 262,689 8.8 262,689 0 **
Spartan High Income Fund(1)
Fidelity Management Trust 55,920 1.9 55,920 0 **
Company on behalf of
accounts managed by it(2)
L.B. Series Fund Inc. - High 72,000 2.4 72,000 0 **
Yield Portfolio
Lutheran Brotherhood High 48,000 1.6 48,000 0 **
Yield Fund
South Dakota Retirement 20,000 ** 20,000 0 **
System
</TABLE>
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* Assumes the sale of all shares of the Series D Preferred Stock being
offered by the Registration Statement of which this Prospectus is a part.
** Less than 1%.
(1) Each of such entities is either an investment company or a portfolio of an
investment company registered under Section 8 of the Investment Company Act
of 1940, as amended, or a private investment account advised by Fidelity
Management & Research Company ("FMR Co."). FMR Co. is a Massachusetts
corporation and an investment advisor registered under Section 203 of the
Investment Advisers Act of 1940, as amended, and provides investment
advisory services to each such entities mentioned above, and to other
registered investment companies and to certain other funds which are
generally offered to a limited group of investors. FMR Co. is a
wholly-owned subsidiary of FMR Corp. ("FMR"), a Massachusetts
corporation. The holdings are as of October 16, 1996.
(2) Shares indicated as owned by such entity are owned directly by various
private investment accounts, primarily employee benefit plans for which
Fidelity Management Trust Company ("FMTC") serves as trustee or managing
agent. FMTC is a wholly-owned subsidiary of FMR and a bank as defined in
Section 3(a)(6) of the Securities Exchange Act of 1934, as amended. The
holdings are as of October 16, 1996.
The Series D Preferred Stock is exchangeable for Exchange Notes and
convertible into SFX Class A Common Stock as described in the Prospectus. The
foregoing chart assumes no such conversion or exchange.
No other change or amendment is made hereby.
