Securities and Exchange Commission
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
SFX BROADCASTING, INC.
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(Name of issuer)
Class A Common Stock, par value $.01 per share
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(Title of class of securities)
784174 AA 2
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(CUSIP number)
Robert F.X. Sillerman
150 East 58th Street
New York, New York 10155
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(Name, address and telephone number of person
authorized to receive notices and communications)
April 15, 1996
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(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 filing 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.
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SCHEDULE 13D
CUSIP NO. 784174 AA2 PAGE 2 OF PAGES
<S> <C> <C>
1. NAME OF REPORTING PERSON ROBERT F.X. SILLERMAN
S.S. OR I.R.S ID NO. OF ABOVE PERSON
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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 WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF 7. SOLE VOTING POWER 1,259,136
SHARES ------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED ------------------------------------------------------
BY EACH 9. SOLE DISPOSITIVE POWER 1,259,136(1)
REPORTING ------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 1,259,136
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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) 17.3%
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14. TYPE OF REPORTING PERSON CO
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</TABLE>
(1) After giving effect to the assumed conversion of the 856,126 shares of
Class B Common Stock, par value $.01 per share (the "Class B Common Stock")
held by Mr. Sillerman into shares of Class A Common Stock.
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ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this Amendment to
the statement on Schedule 13D (the "Statement") relates is the Class A Common
Stock, par value $.01 per share (the "Class A Common Stock"), of SFX
Broadcasting, Inc., a Delaware corporation (the "Company"). The name and
address of the principal executive offices of the Company is SFX Broadcasting,
Inc., 150 East 58th Street, 19th Floor, New York, New York 10155.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Robert F.X. Sillerman ("Mr. Sillerman").
Mr. Sillerman beneficially owns, pursuant to Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, shares of Class A Common Stock (i) in his
individual capacity and (ii) indirectly through Sillerman Communications
Management Corporation, a New York corporation ("SCMC"), by virtue of his
position as sole voting trustee of a voting trust that holds approximately 67%
of the combined voting power of all outstanding capital stock of SCMC.
The business address of Mr. Sillerman and SCMC is 150 East 58th Street,
19th Floor, New York, New York 10155. Mr. Sillerman's principal occupation is
Chief Executive Officer of the Company.
During the last five years, neither Mr. Sillerman or SCMC has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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 of, 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 transaction reported in this Amendment No. 1 of this statement on
Schedule 13D is the issuance to SCMC of warrants to purchase up to 600,000 SFX
Class A Shares, of which a warrant to purchase up to 300,000 shares is
immediately exercisable. The warrants were issued pursuant to the SCMC
Termination Agreement (as defined below) as partial consideration for the
agreements by SCMC contained therein. Reference is made to Item 4 which is
incorporated herein by reference.
Mr. Sillerman beneficially owns, directly and indirectly through SCMC,
1,259,136 shares of Class A Common Stock, after giving effect to the assumed
conversion of all outstanding shares of Class B Common Stock of the Company,
par value $.01 per share (the "Class B Common Stock"), into Class A Common
Stock. Each share of Class B Common Stock is convertible, pursuant to the
Certificate of Incorporation of the Company as currently in effect, subject to
compliance with the rules and regulations of the Federal Communications
Commission, at the option of its holder, into an equal number of shares of
Class A Common Stock, at any time. Accordingly, this Statement assumes, unless
the context otherwise requires, that all shares of Class B Common Stock
beneficially owned by Mr. Sillerman have been converted into an equal number
of shares of Class A Common Stock.
ITEM 4. PURPOSE OF THE TRANSACTION
On April 15, 1996, SFX and SCMC entered into an agreement with SCMC (the
"SCMC Termination Agreement") pursuant to which SCMC assigned to SFX its
rights to receive fees for consulting and marketing services payable by each
of Multi-Market Radio, Inc. ("MMR") and Triathlon Broadcasting Company
("Triathlon"), except for fees relating to certain transactions pending at the
date of such agreement, and SFX and SCMC terminated the arrangement pursuant
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to which SCMC performed financial consulting services for SFX. MMR currently
pays SCMC an annual fee of $500,000 and Triathlon currently pays SCMC an
annual fee of $300,000 (which shall increase to $500,000 at such time as
Triathlon has used an amount equal to the net proceeds of its last public
offering in the manner contemplated by the registration statement filed in
connection therewith). SCMC has informed SFX that it expects that Triathlon
will have used such amount by January 1, 1997. In addition, Triathlon has
agreed to advance to SCMC an amount of $500,000 per year in connection with
services to be rendered by SCMC; provided, however, that if the agreement
between SCMC and Triathlon is terminated or an unaffiliated person acquires a
majority of the capital stock of Triathlon, the unearned fees must be repaid
at such time. Pursuant to the SCMC Termination Agreement, SCMC has agreed to
continue to provide consulting and marketing services to each of MMR and
Triathlon until the expiration of their agreements on July 28, 1998 and June
1, 2005, respectively, and not to perform any consulting or investment banking
services for any person or entity, other than MMR or Triathlon, in the radio
broadcasting industry or in any business which uses technology for the audio
transmission of information or entertainment. In consideration of the
foregoing agreements, SFX agreed to issue to SCMC warrants to purchase up to
600,000 SFX Class A Shares, which will be immediately exercisable, at an
initial purchase price, subject to adjustment, of $33.75 per share (the market
price at the time of the financial consulting arrangement was terminated), of
which a warrant to purchase up to 300,000 shares is immediately exercisable
and the exercise of the remaining warrant is subject to the approval of a
majority of the combined voting power of SFX Shareholders represented in
person or by proxy at SFX's annual meeting, and SFX will forgive, upon the
consummation of its merger with MMR, a $2.0 million loan made to SCMC plus
accrued and unpaid interest thereon. The warrants are exercisable for a period
of six years from their date of issuance.
At the Company's annual meeting, shareholders will be asked to approve
the amended and restated merger agreement between the Company and MMR dated
April 15, 1996 (the "Merger Agreement") pursuant to which MMR will become a
wholly-owned subsidiary of SFX (the "Merger"). Mr. Sillerman currently
beneficially owns (i) 227,000 share of the Class A Common Stock, par value
$.01 per share of MMR and 493,334 shares of the Class B Common Stock, par
value $.01 per share of MMR, which will convert into shares of the capital
stock of SFX pursuant to the Merger Agreement upon the consummation of the
Merger.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) As of September 9, 1996, there were 6,431,897 shares of Class
A Common Stock outstanding. After giving effect to the conversion of all
shares of Class B Common Stock outstanding on such date, there would have been
7,288,023 shares of Class A Common Stock outstanding. The percentages reported
in this Amendment have been rounded to the nearest one-tenth of a percent.
Mr. Sillerman beneficially owns 1,259,136 shares of Class A Common Stock,
or 17.3%, of the outstanding shares of Class A Common Stock, after giving
effect to the conversion of all outstanding shares of Class B Common Stock
into shares of Class A Common Stock, through his beneficial ownership of (i)
55,000 shares of Class A Common Stock which may be acquired pursuant to the
exercise of options which have vested or will vest in 60 days (ii) 48,010
shares owned of record by SCMC, (iii) 300,000 shares issuable upon the
exercise of the warrant issued to SCMC and (iv) 856,126 shares issuable upon
the assumed conversion of the Class B Common Stock. Mr. Sillerman has the sole
power to vote or to direct the vote and sole power to dispose or direct the
disposition of all such 1,259,136 shares. Reference is made to Item 3 of this
Statement which is incorporated herein by reference.
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Voting Power
Since the Company's inception in 1993, Mr. Sillerman has beneficially
held a majority of the Company's combined voting power. Including the Class B
Common Stock, Mr. Sillerman presently would be deemed to beneficially hold
53.5% of the combined voting power of the Company's outstanding voting
securities with respect to most matters.
(c) None
(d) No person other than Mr. Sillerman and SCMC has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Class B Common Stock and Class A Common Stock owned by
Mr. Sillerman and SCMC, respectively.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
(a) Mr. Sillerman has indicated that he intends to vote his shares in
favor of (i) the Merger, (ii) the issuance of a warrant to SCMC to purchase
300,000 shares of Class A Common Stock, (iii) the re-election of the existing
Board of Directors, (iv) the approval of the Company's 1996 Stock Option Plan
and (v) the appointment of Ernst & Young LLP as independent auditors of the
Company.
(b) Mr. Sillerman has agreed not to exercise any rights, options or
warrants to acquire Class A Common Stock until the stockholders of the Company
approve the increase an increase in the number of shares of Class A Common
Stock sufficient to insure the availability of all Class A Common Stock
issuable upon the conversion of the shares of Series D Preferred Stock, or the
Exchange Notes issuable upon the exchange thereof, and all options, rights and
warrants to purchase Class A Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Warrant to Purchase 300,000 shares of Class A Common Stock of SFX
Broadcasting, Inc. issued to Sillerman Communications Management Corporation
(incorporated by reference to Exhibit 10.4 to Form 8-K filed by SFX
Broadcasting, Inc. on October 3, 1996).
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SIGNATURES
After reasonable inquiry and to the best of the knowledge
and belief of the undersigned, the undersigned hereby certifies that the
information set forth in this Statement is true, complete and correct.
Date: September 24, 1996
/s/ Robert F.X. Sillerman
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Robert F.X. Sillerman
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