<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
---------------
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):
April 15, 1997 (March 31, 1997)
-------------------------------
SFX BROADCASTING, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 0-22486 13-3649750
- ---------------------------- --------------------- ---------------------------------
(State or Other Jurisdiction (Commission File No.) (IRS Employer Identification No.)
of Incorporation)
</TABLE>
150 East 58th Street, 19th Floor, New York, New York 10155
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 407-9191
---------------------------
N/A
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Acquisition of Stations in Indianapolis
On April 1, 1997, SFX Broadcasting, Inc. (the "Company") acquired
radio stations WFBQ-FM, WRZX-FM and WNDE-AM, each of which serves the
Indianapolis, Indiana market, for approximately $127,500,000 from Secret
Communications Limited Partnership ("Secret Communications"), a privately-held
partnership. The purchase price was determined by arms-length negotiations
between the parties. The purchase price was financed from the proceeds of
recent sales of securities by the Company and borrowings under the Company's
credit agreement. As previously disclosed, the Company has agreed to purchase
four other stations, each of which serves the Pittsburgh, Pennsylvania market,
from Secret Communications. The acquisition of the Pittsburgh stations is
expected to be consummated in the second quarter of 1997. The foregoing
description of the terms of the acquisition does not purport to be complete
and is qualified in its entirety by reference to the acquisition agreement
relating to the Indianapolis stations, a copy of which is attached hereto and
incorporated herein by reference.
ITEM 5. OTHER EVENTS
Acquisition of Stations in Dallas
On March 31, 1997, the Company acquired KTXQ-FM and KRRW-FM, each of
which serves the Dallas, Texas market, from CBS Inc. in exchange for WHFS-FM,
which serves the Baltimore/Washington, D.C. market. The purchase price for the
Dallas stations was determined by arms-length negotiations between the
parties. The foregoing description of the terms of the exchange does not
purport to be complete and is qualified in its entirety by reference to the
agreement relating to the exchange, a copy of which is attached hereto and
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Businesses Acquired
As of the date of the filing of this Form 8-K, it is impracticable to
provide the required financial statements. The required financial statements
will be filed no later than 60 days from the date this Form 8-K was required
to be filed.
(b) Pro Forma Financial Information
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.
(c) Exhibits
2.1 Asset Purchase Agreement, dated as of October 15, 1996,
between Secret Communications Limited Partnership and SFX
Broadcasting, Inc. (incorporated by reference to Exhibit
10.2 to the Form 8-K of SFX Broadcasting, Inc. (Commission
File No. 0-22486) filed with the Securities and Exchange
Commission on October 30, 1996).
2.2 Amendment No. 1 to Asset Purchase Agreement between Secret
Communications Limited Partnership and SFX Broadcasting,
Inc. (incorporated by reference to Exhibit 10.52 to the Form
10-K of SFX Broadcasting, Inc. (Commission File No. 0-22486)
for the fiscal year ended December 31, 1996).
2.3 Amendment No. 2 to Asset Purchase Agreement between Secret
Communications Limited Partnership and SFX Broadcasting,
Inc.
2.4 Asset Exchange Agreement, dated as of September 24, 1996,
among WHFS, Inc., Liberty Broadcasting of Maryland
Incorporated, SFX Broadcasting, Inc. and CBS Inc.
(incorporated by
<PAGE>
reference to Exhibit 2.5 to the Form 8-K of SFX
Broadcasting, Inc. (Commission File No. 0-22486) filed with
the Securities and Exchange Commission on October 3, 1996).
99.1 Press release, dated April 1, 1997, of SFX Broadcasting,
Inc. announcing the acquisition of radio stations in
Indianapolis, Indiana and Dallas, Texas.
- 2 -
<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 thereto duly authorized.
SFX BROADCASTING, INC.
By: /s/ Thomas P. Benson
---------------------------------
Name: Thomas P. Benson
Title: Vice President and Chief
Financial Officer
Date: April 15, 1997
- 3 -
<PAGE>
AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT
This Amendment No. 2 dated as of April 1, 1997 ("Amendment
No. 2") to the Asset Purchase Agreement (the "Asset Purchase Agreement") dated
as of October 15, 1996 between Secret Communications Limited Partnership, a
Delaware limited partnership ("Seller"), and SFX Broadcasting, Inc., a Delaware
corporation ("Buyer").
W I T N E S S E T H:
WHEREAS, Seller and Buyer each desire to amend the Asset
Purchase Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, it is hereby agreed between Seller and Buyer
as follows:
1. The Asset Purchase Agreement is hereby amended by
adding a Section 1.8 thereto which shall read in its entirety as follows:
"1.8 CLOSING OF PURCHASE AND SALE OF WFBQ-FM, WRZX-FM AND
WNDE-AM. (a) At any time after the FCC Consents with respect to WFBQ-FM,
WRZX-FM and WNDE-AM (the "Indianapolis Stations") become Final Orders and the
other conditions to closing of each party contained in this Agreement (other
than those contained in Sections 6.8 and 7.6), as they relate only to the
Indianapolis Stations, have been satisfied or waived, upon the
<PAGE>
mutual agreement of Buyer and Seller the closing (the "Indianapolis Closing")
of the purchase and sale of the Purchased Assets relating to the Indianapolis
Stations shall be consummated at 10:00 A.M., local time, at the offices of
Buyer, 150 East 58th Street, New York, New York 10155, on April 1, 1997, or at
such other place or on such other date as shall be agreed upon by Buyer and
Seller.
(b) At the Indianapolis Closing, Seller shall
deliver to Buyer (i) a bill of sale and assignment, in the form of
Exhibit C to this Agreement, of all of the Purchased Assets relating to the
Indianapolis Stations and (ii) all of the documents, instruments and opinions
required to be delivered by Seller pursuant to Article VI of this Agreement;
provided, however, that such documents, instruments and opinions shall relate
solely to the purchase and sale of the Purchased Assets relating to the
Indianapolis Stations. At the Indianapolis Closing, Buyer shall deliver to
Seller (i) by bank wire transfer of immediately available funds to an account
number to be designated by Seller in writing at least two business days prior
to the Indianapolis Closing the amount of $127,500,000 and (ii) all of the
documents, instruments and opinions required to be delivered by Buyer pursuant
to Section 1.4 and Article VII of this Agreement; provided, however, that such
documents, instruments and opinions shall relate solely to the purchase and
sale of the Purchased Assets relating to the Indianapolis Stations.
(c) For purposes of the Indianapolis Closing,
all references in this Agreement to "Closing" and "Closing Date" shall
refer to the consummation of the purchase and sale of the Purchased Assets
relating to the Indianapolis Stations and the date of the Indianapolis Closing,
respectively. Upon and after consummation of the Indianapolis Closing, all
references
- 2 -
<PAGE>
to "Closing" and "Closing Date" in this Agreement shall refer to the
consummation of the purchase and sale of the Stations other than the
Indianapolis Stations and the date of such Closing, respectively. Upon the
consummation of the Indianapolis Closing, the "Purchase Price" to be paid by
Buyer at the Closing of the purchase and sale of the Purchased Assets relating
to the Stations other than the Indianapolis Stations shall become
$127,500,000."
2. Section 5.6(a) of the Asset Purchase Agreement is
hereby deleted in its entirety and shall be of no further force or effect.
3. Section 13 of Amendment No. 1 to the Asset Purchase
Agreement is hereby deleted in its entirety and shall be of no further force
or effect.
4. This Amendment No. 2 shall be governed by and
construed in accordance with the internal laws (as opposed to the conflict of
laws provisions) of the State of Illinois.
5. This Amendment No. 2 may be executed in one or more
counterparts, each of which shall be considered an original instrument, but
all of which shall be considered one and the same agreement, and shall become
binding when one or more counterparts have been signed by each of the parties
and delivered to each of Seller and Buyer.
- 3 -
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 2 to be executed as of the day and year first above written.
SECRET COMMUNICATIONS LIMITED
PARTNERSHIP
By: Broadcast Alchemy, L.P.,
a General Partner
By: Lane Broadcasting, Inc.
Its: General Partner
By: /s/ Arthur J. Schiller
-------------------------------------
Its: Vice President
-------------------------------------
SFX BROADCASTING, INC.
By: /s/ Richard Liese
------------------------------------
Its: Vice President
------------------------------------
- 4 -
<PAGE>
(BW)(SFX-BROADCASTING(SFXBA) SFX completes swap for two Dallas stations and
acquisitions of three Indianapolis stations
NEW YORK--(BUSINESS WIRE)--April 1, 1997--SFX Broadcasting, Inc. (NASDAQ:
SFXBA) today announced that in two separate transactions it has completed its
swap for stations KTXQ-FM and KRRW-FM in Dallas and its acquisition of
WFBQ-FM, WRZX-FM and WNDE-AM serving the Indianapolis market. The first
transaction was part of an exchange with CBS radio, which in return acquired
from SFX station WHFS-FM serving the Baltimore and Washington DC markets. The
second transaction represents the first part of SFX' acquisition of radio
stations in the Indianapolis and Pittsburgh markets from Secret
Communications. The closing of the second part of this acquisition involving
the Pittsburgh stations is expected to be later this quarter.
Commenting on the transactions, Robert F.X. Sillerman, Executive Chairman of
SFX Broadcasting, Inc. said, "The acquisition of these two strong FM stations
in Dallas is a great step forward for us. It will consolidate our growing
presence in the expanding Texas market and provide an excellent complement to
our preeminent position in the Houston market, where we already own and
operate a very successful cluster of four stations.
"We are equally excited about the addition of this powerful group of three
Indianapolis stations, including the market's number one ranked station,
WFBQ-FM, playing an album oriented rock format. Also included in this
acquisition is the Bob and Tom Network, whose popular morning show is carried
on 20 affiliates and promises significant growth potential. These properties
present us with an extraordinary array of cross-promotional possibilities in
this market where we will also own Sunshine Promotions, the area's leading
promoter of live concert events. We eagerly anticipate realizing the benefits
of such a strong presence in this dynamic market."
Dallas is the nation's seventh ranking market. Radio station KRRW-FM has been
one of CBS' ARROW formatted stations, playing a classic rock/oldies format
since November 1993. KTXQ- FM has an album oriented rock format.
The Indianapolis market ranks thirty-sixth. WFBQ-FM ranks first in revenue
share and in the targeted 25-54 demographic audience share. WRZX-FM ranks
seventh and has an alternative/modern rock format. WNDE-AM has a talk format.
In a separate announcement today, the company also stated that it has
scheduled its 1997 annual meeting for Thursday, May 22, 1997. The record date
has been set for April 15, 1997, which is also the last day for submission of
shareholder proposals.
With the anticipated consummation of all previously announced transactions,
SFX will own and operate or provide services to the following 80 stations in
23 markets.
1
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Dallas, TX Greensboro, NC Greenville-Spartanburg, SC
KTXQ-FM WMAG-FM WMYI-FM
KRRW-FM WHSL-FM WSSL-FM
Houston, TX WTCK-AM WROQ-FM
KKRW-FM WMFR-AM WGVL-AM
KODA-FM Nashville, TN Tucson, AZ
KQUE-FM WSIX-FM KWFM-FM
KNUZ-AM WRVW-FM KRQQ-FM
San Diego, CA Raleigh-Durham, NC KNST-AM
KPLN-FM WRSN-FM KCEE-AM
KYXY-FM WTRG-FM Springfield/Northampton, MA
Pittsburgh, PA WDCG-FM WHMP-FM
WDVE-FM(c) WRDU-FM WPKX-FM
WXDX-FM(c)) Jacksonville, FL WHMP-AM
WJJJ-FM(c)) WFYV-FM(b)
WVTY-FM(c)
WTAE-AM(c)
Providence, RI WAPE-FM(b) Witchita, KS
WSNE-FM WKQL-FM KRZZ-FM
WHJY-FM WIVY-FM KKRD-FM
WHJJ-AM WOKV-AM KNSS-AM
Indianapolis, IN WBWL-AM New Haven, CT
WFBQ-FM Richmond, VA WPLR-FM
WRZX-FM WMXB-FM WYBC-FM(a)
WNDE-AM WVGO-FM(c) Daytona Beach, Fl
Charlotte, NC WLEE-FM(c) WGNE-FM
WRFX-FM(c) WKHK-FM(c) Jackson, MS
WLYT-FM WBZU-FM(c) WKTF-FM
WTDR-FM Albany, NY WMSI-FM
Hartford, CT WGNA-FM WSTZ-FM
WHCN-FM WPYX-FM WJDX-FM
WMRQ-FM WTRY-FM WJDS-AM
WKSS-FM WGNA-AM WZRX-AM
WWYZ-FM WTRY-AM Biloxi, MS
WPOP-AM WKNN-FM
Milwaukee, WI WMJY-FM
WLTQ-FM(c)
WISN-AM(c)
</TABLE>
2
<PAGE>
(a) Joint Selling Agreement (JSA)
(b) Local Marketing Agreement (LMA) with a contract to acquire
(c) Under contract to be acquired
Under contract to be sold or swapped by SFX are WHFM-FM, WBAB-FM, WBLI-FM and
WGBB-AM in Long Island, NY; WDSY-FM in Pittsburgh; KOLL-FM in Little Rock, AR.
CONTACT: SFX Broadcasting, Inc.
Timothy J. Klahs
Director, Investor Relations
212/407-9126
3
