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Filed Pursuant to Rule 424(b)(3) and (c)
Registration File No.: 333-06793
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PROSPECTUS SUPPLEMENT N0. 5
dated December 17, 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 December 17, 1996.
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This Prospectus Supplement No. 5 dated December 17, 1996, hereby further
amends the Prospectus dated July 18, 1996, Prospectus Supplement No. 1 dated
October 1, 1996, Prospectus Supplement No. 2 dated October 18, 1996, and
Prospectus Supplement No. 3 dated November 7, 1996, and Prospectus Supplement
No. 4 dated November 22, 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*
-------------------- 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>
Forum Capital Markets L.P. 51,300 1.7 51,300 0 **
General Motors Hourly Rate 70,000 2.3 70,000 0 **
Employees Pension Plan
General Motors Retirement
Program for Salaried
Employees
</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%.
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.
