SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 10, 1996 (May 31, 1996)
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SFX BROADCASTING, INC.
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(Exact Name of Registrant as Specified in Charter)
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Delaware 0-22486 13-3649750
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(State or Other Jurisdiction (Commission File No.) (IRS Employer Identification No.)
of Incorporation)
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150 East 58th Street, 19th Floor, New York, New York 10155
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 407-9191
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Purchase of WROQ-FM
On June 25, 1996, SFX Broadcasting, Inc. (the "Company") acquired
radio station WROQ-FM, which serves the Greenville-Spartanburg, South Carolina
market, for approximately $14.0 million. On January 22, 1996, the Multi-
Market Radio, Inc. ("MMR") entered into an agreement to acquire substantially
all of the assets of WROQ-FM from ABS Greenville Partners, L.P. The purchase
price was determined by arms-length negotiations between the parties. In
connection with entering into the merger agreement between the Company and
MMR, the Company and MMR agreed that the Company would finance the purchase of
such station and that MMR would transfer the purchased assets to the Company
simultaneously with the purchase of such station. The purchase price was
financed from the proceeds of private placements by the Company of debt and
equity securities under Rule 144A of the Securities Act of 1933, as amended,
which were consummated in May 1996 (the "Rule 144A Offerings").
Purchase of Stations in the Raleigh and Greensboro Markets
On June 28, 1996, the Company acquired radio stations WMAG-FM,
WMFR-AM and WTCK-AM, all of which serve the Greensboro, North Carolina market,
and WTRG-FM and WRDU-FM, both of which serve the Raleigh, North Carolina
market, for approximately $36.8 million. On January 18, 1996, MMR entered into
an agreement to acquire substantially all of the assets of these five radio
stations from HMW Communications, Inc. The purchase price was determined by
arms-length negotiations between the parties. In connection with entering into
the merger agreement between the Company and MMR, the Company and MMR agreed
that the Company would finance the purchase of such stations and that MMR
would transfer the purchased assets to the Company simultaneously with the
purchase of such stations. The purchase price was financed from the proceeds
of the Rule 144A Offerings.
Purchase of Liberty Broadcasting, Incorporated
On July 1, 1996, the Company acquired all of the issued and
outstanding capital stock of Liberty Broadcasting, Incorporated ("Liberty
Broadcasting") for approximately $227.0 million plus $10.5 million for working
capital. Liberty Broadcasting owns and operates, provides programming to or
sells advertising on behalf of 20 radio stations in six markets. The purchase
price was determined by arms-length negotiations between the parties. The
purchase price was financed from the proceeds of the Rule 144A Offerings.
Disposition of Stations in the Washington, D.C. Market
On July 3, 1996, the Company sold radio stations WXTR-FM, WXVR-FM and
WQSI-AM, all of which serve the Washington, D.C. market, to Bonneville
International Corp. The purchase price was approximately $25.0 million, of which
approximately $22.0 million was received by the Company and the remainder of
which will be paid to the Company by the buyer upon the satisfaction of certain
conditions. The purchase price was determined by arms-length negotiations
between the parties. The three radio stations were acquired from Liberty
Broadcasting.
Purchase of Assets of Prism Radio Partners, L.P.
On July 9, 1996, the Company acquired a majority of the assets of
Prism Radio Partners, L.P. for approximately $82.75 million. The 13 radio
stations acquired operate in four markets. The purchase price was determined
by arms-length negotiations between the parties. The purchase price was
financed from the proceeds of the Rule 144A Offerings.
ITEM 5. OTHER EVENTS
On May 31, 1996, the Company consummated a tender offer and consent
solicitation it had commenced on May 2, 1996 in respect of its 11.375% Senior
Subordinated Notes due 2000 (the "Notes"). The Notes were issued pursuant to
an Indenture (the "Indenture"), dated October 7, 1993, between the Company and
Chemical Bank, as Trustee (the "Trustee"). The Company purchased $79,406,000
principal amount of the Notes in the tender offer and received consents in the
consent solicitation to proposed amendments to the Indenture in respect of a
like principal amount of the Notes. The Company and the Trustee executed a
First Supplemental Indenture, the provisions of which became operative on May
31, 1996. The First Supplemental Indenture modified the provisions of the
Indenture governing the Company's ability to, among other things, (i) pay
dividends and make certain other payments (including acquisition-related
payments), (ii) incur indebtedness, (iii) enter into certain transactions with
affiliates, (iv) dispose of its assets,
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(v) engage in different lines of business and (vi) merge or consolidate with
or into another entity, or sell or transfer substantially all of its assets to
another entity.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
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1. The following financial information relating to
ABS Greenville Partners, L.P. is incorporated
herein by reference to the Form 8-K filed by the
Company with the Securities and Exchange
Commission (the "Commission") on May 30, 1996:
Independent Auditors' Report
Balance Sheet as of March 31, 1996 (unaudited)
and December 31, 1995
Statement of Operations and Partners' Deficit for
the three months ended March 31, 1996 and 1995
(unaudited) and for the year ended December 31,
1995
Statement of Cash Flows for the three months
ended March 31, 1996 and 1995 (unaudited) and for
the year ended December 31, 1995
Notes to Financial Statements
2. The following financial information relating
to HMW Communications, Inc. is incorporated
herein by reference to the Form 8-K filed by the
Company with the Commission on May 30, 1996:
Report of Independent Accountants
Combined Balance Sheets as of March 31, 1996
(unaudited), December 31, 1995 and 1994
Combined Statements of Operations for the three
months ended March 31, 1996 and 1995 (unaudited),
the year ended December 31, 1995 and various
periods from January 6, 1994 to December 31, 1994
Combined Statements of Shareholders' Equity for
the three months ended March 31, 1996 and 1995
(unaudited), the year ended December 31, 1995 and
various periods from January 6, 1994 to December
31, 1994
Combined Statements of Cash Flows for the three
months ended March 31, 1996 and 1995 (unaudited),
the year ended December 31, 1995 and various
periods from January 6, 1994 to December 31, 1994
Notes to Combined Financial Statements
3. The following financial information relating to
Liberty Broadcasting, Incorporated is
incorporated by reference to the Form 8-K filed
by the Company with the Commission on May 30,
1996:
Report of Independent Accountants
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Consolidated Balance Sheets as of March 31, 1996
(unaudited), December 31, 1995 and 1994
Consolidated Statements of Operations for the
three months ended March 31, 1996 and 1995
(unaudited), the years ended December 31, 1995
and 1994 and the nine months ended December 31,
1993
Consolidated Statements of Stockholders' Equity
for the three months ended March 31, 1996
(unaudited), the years ended December 31, 1995
and 1994 and the nine months ended December 31,
1993
Consolidated Statements of Cash Flows for the
three months ended March 31, 1996 and 1995
(unaudited), the years ended December 31, 1995
and 1994 and the nine months ended December 31,
1993
Notes to Consolidated Financial Statements
4. The following financial information relating to
Prism Radio Partners, L.P. is incorporated herein
by reference to the Form 8-K filed by the Company
with the Commission on May 30, 1996:
Independent Auditors' Report
Balance Sheets as of March 31, 1996 (unaudited),
December 31, 1995 and 1994
Statements of Operations for the three months ended
March 31, 1996 and 1995 (unaudited) and for each of
the three years in the period ended December 31, 1995
Statements of Partners' Capital for the three months
ended March 31, 1996 (unaudited) and for each of the
three years in the period ended December 31, 1995
Statements of Cash Flows for the three months ended
March 31, 1996 and 1995 (unaudited) and for each of
the three years in the period ended December 31, 1995
Notes to Financial Statements
(b) Pro Forma Financial Information
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As of the date of the filing of this Form 8-K, it is
impracticable to provide the required pro forma financial
information. The required pro forma financial information
will be filed no later than 60 days from the date this Form
8-K was required to be filed.
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(c) Exhibits
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2.1 Asset Purchase Agreement between ABS Greenville
Partners, L.P. and Multi-Market Radio Acquisition
Corporation (incorporated by reference to Exhibit
99.3 of the Form 10-K of SFX Broadcasting, Inc.
(Commission File No. 0-22486) for the fiscal year
ended December 31, 1995).
2.2 Asset Purchase Agreement between HMW
Communications, Inc. and Multi-Market Radio
Acquisition Corporation (incorporated by
reference to Exhibit 99.4 of the Form 10-K of SFX
Broadcasting, Inc. (Commission File No. 0-22486)
for the fiscal year ended December 31, 1995).
2.3 Stock Purchase Agreement by and among SFX
Broadcasting, Inc., Liberty Broadcasting,
Incorporated, Josephthall, Littlejohn and Levy
Fund, L.P., Michael Craven and James Thompson
dated as of November 15, 1995 (incorporated by
reference to Exhibit 10.34 of the Form 10-K of
SFX Broadcasting, Inc. (Commission File No.
0-22486) for the year ended December 31, 1995).
2.4 Asset Purchase Agreement, dated May 1, 1996,
among SFX Broadcasting, Inc., KIRO, Inc. and
Bonneville Holding Company (incorporated by
reference to Exhibit 10.2 to the Form 8-K of SFX
Broadcasting, Inc. (Commission File No. 0-22486)
filed with the Commission on May 9, 1996).
2.5 Asset Purchase Agreement by and between Prism
Radio Partners, L.P. and SFX Broadcasting, Inc.
(incorporated by reference to Exhibit 10.40 of the
Form 10-K of SFX Broadcasting, Inc. (Commission
File No. 0-22486) for the fiscal year ended
December 31, 1995).
4.1 First Supplemental Indenture, dated as of
May 23, 1996, between SFX Broadcasting, Inc. and
Chemical Bank (incorporated by reference to
Exhibit 4.4 of the Form S-4 of SFX Broadcasting,
Inc. (Commission File No. 333-6553) filed with
the Commission on June 21, 1996).
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99.1 Press release, dated June 26, 1996, of SFX
Broadcasting, Inc. announcing the acquisition of
WROQ-FM.
99.2 Press release, dated July 1, 1996, of SFX
Broadcasting, Inc. announcing the acquisition of
five radio stations serving the Raleigh and
Greensboro markets.
99.3 Press release, dated July 1, 1996, of SFX
Broadcasting, Inc. announcing the acquisition of
Liberty Broadcasting Incorporated.
99.4 Press release, dated July 8, 1996, of SFX
Broadcasting, Inc. announcing the sale of three
radio stations serving the Washington, D.C.
market.
99.5 Press release, dated July 10, 1996, of SFX
Broadcasting, Inc. announcing the acquisition of
Prism Radio Partners, L.P.
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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 thereto duly authorized.
SFX BROADCASTING, INC.
By /s/ Robert F.X. Sillerman
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Name: Robert F.X. Sillerman
Title: Chief Executive Officer
Date: July 10, 1996
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<PAGE>
EXHIBIT INDEX
No. Description
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2.1 Asset Purchase Agreement between ABS Greenville Partners, L.P. and
Multi-Market Radio Acquisition Corporation (incorporated by reference
to Exhibit 99.3 of the Form 10-K of SFX Broadcasting, Inc.
(Commission File No. 0-22486) for the fiscal year ended December 31,
1995).
2.2 Asset Purchase Agreement between HMW Communications, Inc. and
Multi-Market Radio Acquisition Corporation (incorporated by reference
to Exhibit 99.4 of the Form 10-K of SFX Broadcasting, Inc.
(Commission File No. 0-22486) for the fiscal year ended December 31,
1995).
2.3 Stock Purchase Agreement by and among SFX Broadcasting, Inc., Liberty
Broadcasting, Incorporated, Josephthall, Littlejohn and Levy Fund,
L.P., Michael Craven and James Thompson dated as of November 15, 1995
(incorporated by reference to Exhibit 10.34 of the Form 10-K of SFX
Broadcasting, Inc. (Commission File No. 0-22486) for the year ended
December 31, 1995).
2.4 Asset Purchase Agreement, dated May 1, 1996, among SFX Broadcasting,
Inc., KIRO, Inc. and Bonneville Holding Company (incorporated by
reference to Exhibit 10.2 to the Form 8-K of SFX Broadcasting, Inc.
(Commission File No. 0-22486) filed with the Commission on May 9,
1996).
4.1 First Supplemental Indenture, dated as of May 23, 1996, between SFX
Broadcasting, Inc. and Chemical Bank (incorporated by reference to
Exhibit 4.4 of the Form S-4 of SFX Broadcasting, Inc. (Commission
File No. 333-6553) filed with the Commission on June 21, 1996).
99.1 Press release, dated June 26, 1996, of SFX Broadcasting, Inc.
announcing the acquisition of WROQ-FM.
99.2 Press release, dated July 1, 1996, of SFX Broadcasting, Inc.
announcing the acquisition of five radio stations serving the Raleigh
and Greensboro markets.
99.3 Press release, dated July 1, 1996, of SFX Broadcasting, Inc.
announcing the acquisition of Liberty Broadcasting Incorporated.
99.4 Press release, dated July 8, 1996, of SFX Broadcasting, Inc.
announcing the sale of three radio stations serving the Washington,
D.C. market.
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FOR IMMEDIATE RELEASE For further information:
Cynthia A. Bond
Director, Investor Relations
(212) 407-9126
SFX BROADCASTING ACQUIRES THIRD FM IN GREENVILLE-SPARTANBURG
NEW YORK, June 26, 1996 -- SFX Broadcasting, Inc. (NASDAQ: SFXBA) today
announced that it has closed on the acquisition of radio station WROQ(FM)
serving the Greenville-Spartanburg, South Carolina market. The station was
acquired for $14.0 million from ABS Greenville Partners, L.P. based in
Richmond, Virginia.
Commenting on the transaction, Robert F. X. Sillerman, Executive Chairman of
SFX Broadcasting, said, "We are extremely pleased to be adding our third FM
station in the Greenville-Spartanburg market. With this acquisition we now own
the number one, two and three revenue producing stations in the market having
a combined revenue share of 61.4 percent and a combined market audience share
of 32.0 percent. WROQ, which has a classic rock format, will complement our
other two FMs, WMYI with an adult contemporary format and WSSL which plays
country. WGVL, our AM station with a news/talk format is also the top ranked
AM station in the market"
Dick Blackburn of Blackburn & Co. brokered this transaction.
Greenville-Spartanburg is the fifty-ninth highest metro ranked market.
With the anticipated consummation of all previously announced transactions,
SFX will own and operate or provide services to the following radio stations:
- list of stations follows -
<PAGE>
KKRW (FM) Houston, TX WGNA (FM) Albany, NY
KODA (FM) Houston, TX WPYX (FM) Albany, NY
KQUE (FM) Houston, TX WGNA-AM Albany, NY
KNUZ-AM Houston, TX WTRY-AM) Albany, NY
WHFS (FM) Wash., DC/Baltimore, MD WYSR(FM) Albany, NY*
WHFM (FM) Long Island, NY WMYI(FM) Greenville-Spartanburg, SC
WBAB (FM) Long Island, NY WGVL-AM Greenville-Spartanburg, SC
WBLI (FM) Long Island, NY WSSL (FM) Greenville-Spartanburg. SC
WGBB-AM Long Island, NY WROQ (FM) Greenville-Spartanburg, SC
KMKX (FM) San Diego, CA KWFM (FM) Tucson, AZ
KYXY (FM) San Diego, CA KRQQ (FM) Tucson, AZ
WSNE (FM) Providence, RI KNST-AM Tucson, AZ
WHJY (FM) Providence, RI KCEE-AM Tucson, AZ
WHJJ (FM) Providence, RI WHMP (FM) Springfield/Northampton, MA
WHCN (FM) Hartford, CT WHMP-AM Springfield/Northampton, MA
WMRQ (FM) Hartford, CT WPKX (FM) Springfield/Northampton, MA
WKSS (FM) Hartford, CT KRZZ (FM) Wichita, KS
WPOP-AM Hartford, CT KKRD (FM) Wichita, KS
WTCK-AM Greensboro, NC* KNSS-AM Wichita, KS
WMAG (FM) Greensboro, NC* WPLR (FM) New Haven, CT
WHSL (FM) Greensboro, NC** WYBC (FM) New Haven, CT*
WMFR-AM Greensboro, NC* WGNE (FM) Daytona Beach, FL
WSIX (FM) Nashville, TN WCHZ (FM) Augusta, GA*
WRVW (FM) Nashville, TN WAEG (FM) Augusta, GA***
WIVY (FM) Jacksonville, FL WAEJ (FM) Augusta, GA***
WPDG-AM Jacksonville, FL WJDS-AM Jackson, MS
WOKV-AM Jacksonville, FL WKTF (FM) Jackson, MS
WKQL (FM) Jacksonville, FL WMSI (FM) Jackson, MS
WLYT (FM) Charlotte, NC WSTZ (FM) Jackson, MS*
WTDR (FM) Charlotte, NC WZRX-AM Jackson, MS
WDCG (FM) Raleigh, NC WJDX (FM) Jackson, MS**
WRDU (FM) Raleigh, NC WKNN (FM) Biloxi, MS
WTRG (FM) Raleigh, NC WMJY (FM) Biloxi, MS
WZZU (FM) Raleigh, NC WVCO (FM) Myrtle Beach, SC***
WMXB (FM) Richmond, VA WYAK (FM) Myrtle Beach, SC***
WMYB (FM) Myrtle Beach, SC***
* Joint Selling Agreement (JSA)
** JSA with option to buy
*** Local Marketing Agreement
Under contract to be sold or swapped by SFX are the Texas State Networks, a
group of regional radio networks; KRLD-AM and KTCK-AM in Dallas; WXTR (FM), WXVR
(FM) and WQSI-AM in Washington, DC; WVEZ (FM), WWKY-AM, and WTFX (FM) in
Louisville, KY; KOLL (FM) in Little Rock, AR; and WRXR (FM) and WKBG (FM) in
Augusta, GA.
FOR IMMEDIATE RELEASE: For further information:
Cynthia A. Bond
Director, Investor Relations
(212) 407-9126
SFX BROADCASTING ACQUIRES FIVE NORTH CAROLINA STATIONS
TOTAL CONSIDERATION $36.8 MILLION
Company Continues Road to Carolina Market Dominance
NEW YORK, July 1, 1996 -- SFX Broadcasting, Inc. (NASDAQ: SFXBA) today
announced that it has acquired five radio stations for $36.8 million from
Dallas-based HMW Communications, an affiliate of Hicks, Muse, Tate & Furst,
Inc. a private investment firm. Simultaneously with this transaction, SFX
exercised its option to acquire WHSL(FM) of Greensboro, North Carolina from
HMW for $6.0 million in cash. The stations acquired are WTRG(FM) and WRDU(FM)
serving the Raleigh, North Carolina market and WMAG(FM), WMFR-AM, and WTCK-AM
serving Greensboro, North Carolina.
Commenting on the transaction, Robert F. X. Sillerman, Executive Chairman of
SFX Broadcasting, said, "To say that we like the Carolina markets is an
understatement. We are very excited to be closing on these stations and
furthering our strategy of creating market dominant station clusters in each
of the major Carolina markets. With the addition of Prism's two Raleigh
stations which we will acquire in early July we will have a 36 percent revenue
share in that market. Both markets complement our strong presence in the
Charlotte and Greenville/Spartanburg markets."
As part of its acquisition of the Prism Radio Partners group, SFX will acquire
two other Raleigh stations, WZZU(FM) and WDCG(FM).
Greensboro is the forty-second largest metro market. WMAG(FM) is the market's
leading adult contemporary station and WHSL(FM) plays country. Both AM
stations, WMFR and WTCK, have news and information formats and serve the
Greater Greensboro region.
WRDU(FM), the leading heritage classic rock station, and oldies-based adult
contemporary radio station WTRG(FM) are both well established in the
fifty-second ranked Raleigh market. In recent Arbitron reports, WTRG(FM)
ranked second in the 25-54 demographic group.
Paul T. Leonard of Dallas-based Star Media Group brokered the transaction.
The closing of WHSL(FM) is subject to the approval of the Federal
Communications Commission.
<PAGE>
With the anticipated consummation of all previously announced
transactions, SFX will own and operate or provide services to the
following radio stations:
- -0-
*T
KKRW (FM) Houston, TX WGNA (FM) Albany, NY
KODA (FM) Houston, TX WPYX (FM) Albany, NY
KQUE (FM) Houston, TX WGNA-AM Albany, NY
KNUZ-AM Houston, TX WTRY-AM Albany, NY
WHFS (FM) Wash. DC/Baltimore, MD WYSR (FM) Albany, NY (a)
WHFM (FM) Long Island, NY WMYI (FM) Greenville-Spartanburg, SC
WBAB (FM) Long Island, NY WGVL-AM Greenville-Spartanburg, SC
WBLI (FM) Long Island, NY WSSL (FM) Greenville-Spartanburg, SC
WGBB-AM Long Island, NY WROQ (FM) Greenville-Spartanburg, SC
KMKX (FM) San Diego, CA KWFM (FM) Tucson, AZ
KYXY (FM) San Diego, CA KRQQ (FM) Tucson, AZ
WSNE (FM) Providence, RI KNST-AM Tucson, AZ
WHJY (FM) Providence, RI KCEE-AM Tucson, AZ
WHJJ (FM) Providence, RI WHMP (FM) Sringfield/Northampton, MA
WHCN (FM) Hartford, CT WHMP-AM Sringfield/Northampton, MA
WMRQ (FM) Hartford, CT WPKX (FM) Sringfield/Northampton, MA
WKSS (FM) Hartford, CT KRZZ (FM) Wichita, KS
WPOP-AM Hartford, CT KKRD (FM) Wichita, KS
WTCK-AM Greesnboro, N.C KNSS-AM Wichita, KS
WMAG (FM) Greesnboro, N.C WPLR (FM) New Haven, CT
WHSL (FM) Greesnboro, N.C WYBC (FM) New Haven, CT (a)
WMFR-AM Greesnboro, N.C WGNE (FM) Daytona Beach, FL
WSIX (FM) Nashville, TN WCHZ (FM) Augusta, GA (a)
WRVW (FM) Nashville, TN WAEG (FM) Augusta, GA (c)
WIVY (FM) Jacksonville, FL WAEJ (FM) Augusta, GA (c)
WPDG-AM Jacksonville, FL WJDS-AM Jackson, MS
WOKV-AM Jacksonville, FL WKTF (FM) Jackson, MS
WKQL (FM) Jacksonville, FL WMSI (FM) Jackson, MS
WLYT (FM) Charlotte, NC WSTZ (FM) Jackson, MS (a)
WTDR (FM) Charlotte, NC WZRX-AM Jackson, MS
WDCG (FM) Raleigh, NC WJDX (FM) Jackson, MS (b)
WRDU (FM) Raleigh, NC WKNN (FM) Biloxi, MS
WTRG (FM) Raleigh, NC WMJY (FM) Biloxi, MS
WZZU (FM) Raleigh, NC WVCO (FM) Mrytle Beach, SC (c)
WHSL (FM) Raleigh, NC (c) WYAK (FM) Mrytle Beach, SC (c)
WMXB (FM) Richmond, VA WMYB (FM) Myrlte Beach, SC (c)
(a) Joint Selling Agreement (JSA)
(b) JSA with option to buy
(c) Local Marketing Agreement
- -0-
Under contract to be sold or swapped by SFX are the Texas State
Networks, a group of regional radio networks; KRLD-AM and KTCK-AM in
Dallas; WXTR (FM), WXVR (FM) and WQSI-AM in Washington, D.C.; WVEZ (FM),
WWKY-AM, and WTFX (FM) in Louisville, KY; KOLL (FM) in Little Rock,
AR; and WRXR (FM) and WKBG (FM), in August, GA.
Contact: SFX Broadcasting, New York
Cynthia A. Bond, Director, Investor Relations
212/407-9126
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FOR IMMEDIATE RELEASE For further information:
Cynthia A. Bond
Director, Investor Relations
SFX Broadcasting, Inc.
(212) 407-9126
SFX BROADCASTING ACQUIRES LIBERTY BROADCASTING FOR $227 MILLION
SWAPS LONG ISLAND STATIONS FOR CHANCELLOR'S JACKSONVILLE STATIONS
NEW YORK, July 1, 1995 -- SFX Broadcasting, Inc. (NASDAQ: SFXBA) today
announced that it has acquired all of the outstanding capital stock of
privately-owned Liberty Broadcasting, Incorporated, an owner/operator of
nineteen radio stations in six markets. The purchase price of the acquisition
was $227.0 million.
Simultaneously, SFX and Dallas-based Chancellor Broadcasting Company jointly
announced that they have agreed to exchange SFX's four Long Island, New York
stations, gained in the Liberty acquisition, for Chancellor's two
Jacksonville, Florida stations, which they are acquiring from Los
Angeles-based OmniAmerica Communications, and an additional $11.0 million in
cash. The Long Island stations going to Chancellor are WBAB(FM), WHFM(FM),
WBLI(FM) and WGBB- AM; and the Jacksonville stations which SFX will gain are
WFYV(FM) and WAPE(FM). Chancellor will immediately begin operating the Long
Island stations pursuant to a Local Marketing Agreement and SFX will commence
operating the Jacksonville stations pursuant to a Local Marketing Agreement on
August 1, 1996.
The Liberty station roster includes the following stations: WHFS(FM) serving
Washington, DC/Baltimore, Maryland; WBAB(FM), WHFM(FM), WBLI(FM), WGBB-AM
serving Long Island, New York; WMXB(FM) serving Richmond, Virginia; WHCN(FM),
WMRQ(FM) and WPOP-AM serving Hartford, Connecticut; WSNE(FM), WHJY(FM) and
WHJJ-AM serving Providence, Rhode Island; and WGNA(FM), WPYX(FM), WGNA-AM and
WTRY-AM serving Albany, New York. SFX previously announced that in a separate
transaction, it will sell three of the Liberty stations, WXTR(FM), WXVR(FM)
and WQSI-AM in Washington, DC, to Bonneville International Corporation of Salt
Lake City for $25.0 million.
Commenting on the transactions, Robert F. X. Sillerman, Executive Chairman and
Chief Executive Officer of SFX, said, "We are extremely pleased to be closing
on this major acquisition which will give us significant presence in markets
complementary to our focus. The Liberty
- more -
<PAGE>
acquisition represents the beginning of our utilization of the $750 million
which we raised in May of this year.
"Swapping the Long Island stations for the Jacksonville stations was a
difficult decision; they are great stations. However, in this new era of
consolidation it is more productive to build dominant market presence. After
the closing next week of Prism Radio Parners, we will have four FM and two AM
stations in Jacksonville and will hold the dominant market position. Likewise,
Chancellor will create a similar dominant position on Long Island. This
cooperative transaction benefits both sides and is a further example of the
growing strength of radio and its capabilities.
"It is great to be entering the Jacksonville market with a powerhouse of four
FMs and two AMs. These are great stations in a growing market with strong
demographics. WFYV(FM) and WAPE(FM) will lead our group, as they rank number
one and three in the all important 25-54 demographic group. As part of our
acquisition of Prism Radio Partners which we expect to close next week, we
will gain four additional Jacksonville stations: WKQL(FM), WIVY(FM), WPDQ- AM
and WOKV-AM."
The roster of Liberty stations and their markets is as follows:
In Providence, Rhode Island, the thirty-first ranking market, WHJY(FM) is the
top ranked station; its format is album oriented rock. WSNE(FM) plays adult
contemporary. WHJJ-AM has a news/talk format.
Hartford, Connecticut is the forty-first ranking market. WHCN(FM) plays album
oriented rock. WMRQ(FM) has a modern rock format. WPOP-AM has a news/talk
format.
Top-ranked WGNA(FM) and WGNA-AM play country and serve the Albany, New York
market, which ranks fifty-seventh. WPYX(FM) ranks fourth and plays album
oriented rock.
WMXB(FM) serving the fifty-sixth ranking Richmond, Virginia market has an
adult contemporary format.
Radio Consultants, Inc. represented SFX Broadcasting, Inc. and Goldman, Sachs
& Co. represented the sellers in the Liberty transaction.
The transaction between SFX and Chancellor is subject to the approval of the
Federal Communications Commission.
With the anticipated consummation of all previously announced transactions,
SFX will own and operate or provide services to the following radio stations:
- list of stations follows -
-2-
<PAGE>
KKRW (FM) Houston, TX WGNA (FM) Albany, NY
KODA (FM) Houston, TX WPYX (FM) Albany, NY
KQUE (FM) Houston, TX WGNA-AM Albany, NY
KNUZ-AM Houston, TX WTRY-AM Albany, NY
WHFS (FM) Wash. DC/Baltimore, MD WYSR (FM) Albany, NY (a)
KMKX (FM) San Diego WMYI (FM) Greenville-Spartanburg, SC
KYXY (FM) San Diego WGVL-AM Greenville-Spartanburg, SC
WSNE (FM) Providence, RI WSSL (FM) Greenville-Spartanburg, SC
WHYJ (FM) Providence, RI WROQ (FM) Greenville-Spartanburg, SC
WHJJ (FM) Providence, RI KWFM (FM) Tucson, AZ
WHCN (FM) Hartford, CT KRQQ (FM) Tucson, AZ
WMRQ (FM) Hartford, CT KNST-AM Tucson, AZ
WKSS (FM) Hartford, CT KCEE-AM Tucson, AZ
WPOP-AM Hartford, CT WHMP (FM) Springfield/Northampton, Ma.
WMAG (FM) Greensboro, N.C. WHMP-AM Springfield/Northampton, Ma.
WHSL (FM) Greensboro, N.C. WPKX (FM) Springfield/Northampton, Ma.
WTCK-AM Greensboro, N.C. KRZZ (FM) Wichita, Kansas
WMFR-AM Greensboro, N.C. KKRD (FM) Wichita, Kansas
WSIX (FM) Nashville, TN KNSS-AM Wichita, Kansas
WRVW (FM) Nashville, TN WPLR (FM) New Haven, Conn.
WFYV (FM) Jacksonville, FL (c) WYBC (FM) New Haven, Conn. (a)
WAPE (FM) Jacksonville, FL (c) WGNE (FM) Daytona Beach, FL.
WKQL (FM) Jacksonville, FL WCHZ (FM) Augusta, Ga. (a)
WOKV (FM) Jacksonville, FL WAEG (FM) Augusta, Ga. (c)
WIVY (FM) Jacksonville, FL WAEJ (FM) Augusta, Ga. (c)
WPDG-AM Jacksonville, FL WJDS-AM Jackson, MS
WLYT (FM) Charlotte, NC WKTF (FM) Jackson, MS
WTDR (FM) Charlotte, NC WMSI (FM) Jackson, MS
WHSL (FM) Raleigh, NC (c) WSTZ (FM) Jackson, MS (a)
WZZU (FM) Raleigh, NC WZRX-AM Jackson, MS
WDCG (FM) Raleigh, NC WJDX (FM) Jackson, MS (b)
WRDU (FM) Raleigh, NC WKNN (FM) Biloxi, MS
WTRG (FM) Raleigh, NC WMJY (FM) Biloxi, MS
WMXB (FM) Richmond, VA WVCO (FM) Myrtle Beach, SC (c)
WYAK (FM) Myrtle Beach, SC (c)
WMYB (FM) Myrtle Beach, SC (c)
(a) Joint Selling Agreement (JSA)
(b) JSA with option to buy
(c) Local Marketing Agreement (LMA)
- -0-
Under contract to be sold or swapped by SFX are the Texas State Networks, a
group of regional radio networks; KRLD-AM and KTCK-AM in Dallas; WXTR (FM), WXVR
(FM) AND WQSI-AM in Washington, D.C.; WHFM (FM), WBAB (FM), WBLI (FM) and WGBB-
AM in Long Island, N.Y.; WVEZ (FM), WWKY-AM, and WTFX (FM) in Louisville, KY;
KOLL (FM) in Little Rock, AR; and WRXR (FM) and WKBG (FM), in Augusta, GA.
--30--eb/ny*
CONTACT: SFX Broadcasting, New York
Cynthia A. Bond, Director, Investor Relations
212/407-9126
<PAGE>
FOR IMMEDIATE RELEASE: For further information:
Cynthia A. Bond
Director, Investor Relations
(212) 407-9126
SFX BROADCASTING SELLS THREE WASHINGTON STATIONS FOR $25 MILLION
NEW YORK, July 8, 1996 -- SFX Broadcasting, Inc. (NASDAQ: SFXBA) today
announced that it has sold three of its Washington, DC radio stations to
Bonneville International Corporation of Salt Lake City for $25.0 million. The
stations are WXTR(FM), WXVR(FM) and WQSI-AM. SFX will continue to own and
operate WHFS(FM) which serves the Washington, DC and Baltimore, Maryland
markets.
Commenting on the transaction, Robert F. X. Sillerman, Executive Chairman of
SFX Broadcasting, said, "While the DC market is attractive, these stations
have been losing money and will be a much better fit with Bonneville. WHFS
with its heritage and history of success gives us an excellent foundation in
DC and Baltimore. We hope to be able to build on that success and explore more
fully the potential of the Baltimore and DC markets."
Paul Leonard of Dallas-based Star Media Group brokered the transaction.
With the anticipated consummation of all previously announced transactions,
SFX will own and operate or provide services to the following radio stations:
- list of stations follows -
<PAGE>
KKRW (FM) Houston, TX WGNA (FM) Albany, NY
KODA (FM) Houston, TX WPYX (FM) Albany, NY
KQUE (FM) Houston, TX WGNA-AM Albany, NY
KNUZ-AM Houston, TX WTRY-AM Albany, NY
WHFS (FM) Wash. DC/Baltimore, MD WYSR (FM) Albany, NY (a)
KMKX (FM) San Diego, CA WMYI (FM) Greenville-Spartanburg, SC
KYXY (FM) San Diego, CA WGVL-AM Greenville-Spartanburg, SC
WSNE (FM) Providence, RI WSSL (FM) Greenville-Spartanburg, SC
WHYJ (FM) Providence, RI WROQ (FM) Greenville-Spartanburg, SC
WHJJ (FM) Providence, RI KWFM (FM) Tucson, AZ
WHCN (FM) Hartford, CT KRQQ (FM) Tucson, AZ
WMRQ (FM) Hartford, CT KNST-AM Tucson, AZ
WKSS (FM) Hartford, CT KCEE-AM Tucson, AZ
WPOP-AM Hartford, CT WHMP (FM) Springfield/Northampton, MA
WMAG (FM) Greensboro, NC WHMP-AM Springfield/Northampton, MA
WHSL (FM) Greensboro, NC WPKX (FM) Springfield/Northampton, MA
WTCK-AM Greensboro, NC KRZZ (FM) Wichita, KS
WMFR-AM Greensboro, NC KKRD (FM) Wichita, KS
WSIX (FM) Nashville, TN KNSS-AM Wichita, KS
WRVW (FM) Nashville, TN WPLR (FM) New Haven, CT
WFYV (FM) Jacksonville, FL (c) WYBC (FM) New Haven, CT (a)
WAPE (FM) Jacksonville, FL (c) WGNE (FM) Daytona Beach, FL.
WKQL (FM) Jacksonville, FL WCHZ (FM) Augusta, GA (a)
WOKV (FM) Jacksonville, FL WAEG (FM) Augusta, GA (c)
WIVY (FM) Jacksonville, FL WAEJ (FM) Augusta, GA (c)
WPDG-AM Jacksonville, FL WJDS-AM Jackson, MS
WLYT (FM) Charlotte, NC WKTF (FM) Jackson, MS
WTDR (FM) Charlotte, NC WMSI (FM) Jackson, MS
WHSL (FM) Raleigh, NC (c) WSTZ (FM) Jackson, MS (a)
WZZU (FM) Raleigh, NC WZRX-AM Jackson, MS
WDCG (FM) Raleigh, NC WJDX (FM) Jackson, MS (b)
WRDU (FM) Raleigh, NC WKNN (FM) Biloxi, MS
WTRG (FM) Raleigh, NC WMJY (FM) Biloxi, MS
WMXB (FM) Richmond, VA WVCO (FM) Myrtle Beach, SC (c)
WYAK (FM) Myrtle Beach, SC (c)
WMYB (FM) Myrtle Beach, SC (c)
(a) Joint Selling Agreement (JSA)
(b) JSA with option to buy
(c) Local Marketing Agreement (LMA)
*T
Under contract to be sold or swapped by SFX are the Texas State Networks, a
group of regional radio networks; KRLD-AM and KTCK-AM in Dallas; WHFM (FM), WBAB
(FM), WBLI (FM) and WGBB-AM in Long Island, N.Y.; WVEZ (FM), WWKY-AM, and WTFX
(FM) in Louisville, KY; KOLL (FM) in Little Rock, AR; and WRXR (FM) and WKBG
(FM) in Augusta, GA.
CONTACT: SFX Broadcasting, New York
Cynthia A. Bond, 212/407-9126
FOR IMMEDIATE RELEASE For further information:
Cynthia A. Bond
Director, Investor Relations
SFX Broadcasting, Inc.
(212) 407-9126
SFX BROADCASTING ACQUIRES PRISM RADIO PARTNERS
Gains Jacksonville, Raleigh, Tucson and Wichita Stations for $82.75 Million
NEW YORK, July 10, 1996 -- SFX Broadcasting, Inc. (NASDAQ: SFXBA) today
announced that it has acquired the majority of the assets of privately owned
Prism Radio Partners, L.P. for $82.75 million.
The thirteen radio stations acquired are:
WKQL(FM) Jacksonville, FL KRGG(FM) Tucson, AZ
WIVY(FM) Jacksonville, FL KWFM(FM) Tucson, AZ
WPDQ-AM Jacksonville, FL KCEE-AM Tucson, AZ
WOKV-AM Jacksonville, FL KNST-AM Tucson, AZ
WZZU(FM) Raleigh, NC KRZZ(FM) Wichita, KS
WDCG(FM) Raleigh, NC KKRD(FM) Wichita, KS
KNSS-AM Wichita, KS
As previously announced, SFX will also acquire Prism's three Louisville
stations, a transaction that is pending due to the license renewal process.
SFX will proceed to sell the three Louisville stations: WTFX(FM) amd WWKY-AM
to Clear Channel Communications (NYSE: CCU) and WVEZ(FM) to privately owned
Regent Communications, Inc. Total consideration for the two transactions will
be $19.5 million.
Commenting on the transaction, Robert F. X. Sillerman, Executive Chairman of
SFX Broadcasting, Inc., said, "We are extremely pleased to have acquired this
great group of stations which strategically fits our current station roster.
Having closed our acquisitions of the Liberty and HMW stations last week, we
have just created significant station groups in Jacksonville and Raleigh. We
now own four FM stations in Raleigh with a 40% revenue share. In Jacksonville
our four FMs and two AMs will produce an even greater revenue share, 52%,
which places us in the dominant market position. The duopolies in Tucson and
Wichita represent considerable
<PAGE>
- more -
upside potential. As we previously stated, leaving the Louisville market was
not an easy decision, but an economically prudent move.
"With the summer of 1996 just beginning, the radio broadcasting industry is
already evolving at a rapid clip with ownership realignment occurring in
virtually every market. We look forward to the months ahead, not only to
integrate our newly acquired stations into SFX's operations but with a keen
awareness of the transactional possibilities, buying, selling or swapping,
that the current environment offers."
Jacksonville is the fiftieth largest market. WKQL(FM) plays oldies and ranks
eighth in the market. WIVY(FM) plays adult contemporary and ranks tenth.
WOKV-AM is the top ranking AM station and has a news/talk format. WPDQ-AM
plays big band. SFX's other two FM stations, WAPE and WFYV, rank number two
and three respectively.
The Raleigh market ranks fifty-second, and SFX has more than a third of the
combined market revenue share. WDCG(FM) which has a contemporary hit radio
format, is the number one ranked station in the market. WZZU(FM) plays classic
rock and ranks tenth. SFX's other two stations in the market, WTRG(FM) and
WRDU(FM), rank seventh and ninth respectively.
Tucson is the sixty-second largest market. These stations form the only
duopoly in the market. KRQQ(FM) plays contemporary hit radio and ranks fourth.
KWFM(FM) plays oldies and ranks sixth. KNST-AM is the top ranked AM station
and has a news/talk format. KCEE-AM plays nostalgia.
Wichita is the eighty-eighth largest market. KKRD(FM) ranks third in the
market and plays contemporary hit radio. KRZZ(FM) ranks fourth and plays
classic rock. KNSS-AM has a news/talk format and is the top ranking AM
station.
Radio Consultants, Inc. represented SFX Broadcasting and J. P. Morgan & Co.,
Inc. represented the seller in this transaction.
- list of stations follows -
<PAGE>
KKRW(FM) Houston, TX WGNA(FM) Albany, NY
KODA(FM) Houston, TX WPYX(FM) Albany, NY
KQUE(FM) Houston, TX WGNA-AM Albany, NY
KNUZ-AM Houston, TX WTRY-AM Albany, NY
WHFS(FM) Wash., DC/Baltimore, MD WYSR(FM) Albany, NY (a)
KMKX(FM) San Diego, CA WMYI(FM) Greenville-Spartanburg, SC
KYXY(FM) San Diego, CA WGVL-AM Greenville-Spartanburg, SC
WSNE(FM) Providence, RI WSSL(FM) Greenville-Spartanburg, SC
WHYJ(FM) Providence, RI WROQ(FM) Greenville-Spartanburg, SC
WHJJ(FM) Providence, RI KWFM(FM) Tucson, AZ
WHCN(FM) Hartford, CT KRQQ(FM) Tucson, AZ
WMRQ(FM) Hartford, CT KNST-AM Tucson, AZ
WKSS(FM) Hartford, CT KCEE-AM Tucson, AZ
WPOP-AM Hartford, CT WHMP(FM) Springfield/Northampton, MA
WMAG(FM) Greensboro, NC WHMP-AM Springfield/Northampton, MA
WHSL(FM) Greensboro, NC WPKX(FM) Springfield/Northampton, MA
WTCK-AM Greensboro, NC KRZZ(FM) Wichita, KS
WMFR-AM Greensboro, NC KKRD(FM) Wichita, KS
WSIX(FM) Nashville, TN KNSS-AM Wichita, KS
WRVW(FM) Nashville, TN WPLR(FM) New Haven, CT
WFYV(FM) Jacksonville, FL (c) WYBC(FM) New Haven, CT (a)
WAPE(FM) Jacksonville, FL (c) WGNE(FM) Daytona Beach, FL
WKQL(FM) Jacksonville, FL WCHZ(FM) Augusta, GA (a)
WOKV-AM Jacksonville, FL WAEG(FM) Augusta, GA (c)
WIVY(FM) Jacksonville, FL WAEJ(FM) Augusta, GA (c)
WPDG-AM Jacksonville, FL WJDS-AM Jackson, MS
WLYT(FM) Charlotte, NC WKTF(FM) Jackson, MS
WTDR(FM) Charlotte, NC WMSI(FM) Jackson, MS
WHSL(FM) Raleigh, NC(c) WSTZ(FM) Jackson, MS (a)
WZZU(FM) Raleigh, NC WZRX-AM Jackson, MS
WDCG(FM) Raleigh, NC WJDX(FM) Jackson, MS (b)
WRDU(FM) Raleigh, NC WKNN(FM) Biloxi, MS
WTRG(FM) Raleigh, NC WMJY(FM) Biloxi, MS
WMXB(FM) Richmond, VA WVCO(FM) Myrtle Beach, SC (c)
WYAK(FM) Myrtle Beach, SC (c)
WMYB(FM) Myrtle Beach, SC (c)
(a) Joint Selling Agreement (JSA)
(b) JSA with option to buy
(c) Local Marketing Agreement (LMA)
Under contract to be sold or swapped by SFX are the Texas State Networks, a
group of regional radio networks; KRLD-AM and KTCK-AM in Dallas; WHFM(FM),
WBAB(FM), WBLI(FM) and WGBB-AM in Long Island, NY; WVEZ(FM), WWKY-AM, and
WTFX(FM) in Louisville, KY; KOLL(FM) in Little Rock, AR; and WRXR(FM) and
WKBG(FM) in Augusta, GA.
